Securities code: Shenzhen Xfh Technology Co.Ltd(300890) securities abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Announcement No.: 202203 Shenzhen Xfh Technology Co.Ltd(300890)
Announcement of resolutions of the 13th meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true and accurate
And complete, without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 13th meeting of the second board of directors of Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as "company" Shenzhen Xfh Technology Co.Ltd(300890) ) was held in Shenzhen Xfh Technology Co.Ltd(300890) conference room at 10:00 a.m. on March 1, 2022 by on-site combined with communication voting. The notice of the meeting was sent on February 21, 2022 by personal delivery, e-mail, etc. The meeting was presided over by Mr. Zhou Pengwei. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of the meeting comply with the company law and other laws and regulations as well as the articles of association and other relevant provisions, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
The annual work report of the board of directors 2021 was considered and adopted
The specific contents of the company's proposal on the work report of the board of directors in 2021 are detailed in the company's http://www.cn.info.com.cn Disclosed the work report of the board of directors in 2021. At this meeting, independent directors Mr. Tan Yueqi, Ms. sun Junying and Mr. Li Xinlu respectively submitted the 2021 report on the work of independent directors to the board of directors (for details, see the 2021 report on the work of independent directors disclosed on the qualified gem information disclosure website), and will report on their work at the 2021 annual general meeting of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
2. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
After carefully listening to the 2021 general manager's work report made by general manager Zhao Donghui, the directors attending the meeting believed that the report truly and objectively reflected the company's production and operation in 2021. The general manager actively carried out work and effectively implemented the resolutions of the general meeting of shareholders and the board of directors.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
3. Deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of supervisors of the company has issued review opinions on this proposal.
The specific contents of this proposal are detailed in the 2021 financial statement disclosed on the qualified gem information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
4. The proposal on no profit distribution in 2021 was deliberated and passed
The independent directors of the company have expressed independent opinions on this proposal; The board of supervisors of the company has issued review opinions on this proposal. The specific contents of this proposal are detailed in the special instructions on the proposed no profit distribution in 2021 (Announcement No.: 202208) disclosed on the qualified gem information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
5. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
The procedures for the board of directors to prepare and review the full text and abstract of the 2021 annual report comply with laws, administrative regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company in 2021, and there are no false records, misleading statements or major omissions.
The board of supervisors of the company has issued review opinions on this proposal.
The specific contents of this proposal are detailed in the full text of the 2021 annual report (Announcement No.: 202205) and the summary of the 2021 annual report (Announcement No.: 202206) disclosed on the qualified gem information disclosure website. The suggestive announcement on the disclosure of the 2021 annual report (Announcement No.: 202207) will be published in the securities times, China Securities Journal Shanghai Securities News and Securities Daily. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
6. Deliberated and passed the proposal on continuing the appointment of accounting firms
The independent directors of the company approved the proposal in advance and expressed independent opinions; The board of supervisors of the company has issued review opinions on this proposal.
The specific contents of this proposal are detailed in the announcement on renewing the appointment of accounting firms (Announcement No.: 202209) disclosed on the qualified gem information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
7. The proposal on the company's application for financing credit line and guarantee for subsidiaries in 2022 was deliberated and adopted
In order to meet the production, operation and development needs of Shenzhen Xfh Technology Co.Ltd(300890) and its wholly-owned subsidiary Fujian Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd. and its holding subsidiary Sichuan Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd., the financing and guarantee plan for 2022 is put forward.
The specific contents of this proposal are detailed in the announcement on the company's application for financing credit line and guarantee for subsidiaries in 2022 (Announcement No.: 202210) disclosed on the qualified gem information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
8. Review and adopt the 2021 internal control evaluation report
The independent directors of the company have expressed independent opinions on this proposal; The board of supervisors of the company has issued review opinions on this proposal. The recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) underwriting recommendation Co., Ltd. issued verification opinions.
The specific contents of this proposal are detailed in the 2021 internal control evaluation report disclosed on the qualified gem information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
9. Review and adopt the 2021 Social Responsibility Report
The specific contents of this proposal are detailed in the 2021 social responsibility report disclosed on the qualified gem information disclosure website.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
10. The statement on the occupation of funds by controlling shareholders and other related parties in 2021 was reviewed and adopted
During the reporting period of the company, there was no non operational occupation of funds of the listed company by the controlling shareholders and their related parties. As the wholly-owned subsidiary Fujian Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd. is the implementation subject of the raised investment project, the raised funds are allocated by the company to Fujian Shenzhen Xfh Technology Co.Ltd(300890) for use, and there is a non operating balance of RMB 434406300.
The special operating funds occupied by non Zhonghui Certified Public Accountants (No. 20201) and other related funds issued by the non Zhonghui certified public accountants firm. For details of this description, please refer to the special description on the occupation of non operating funds and other related capital transactions disclosed on the qualified gem information disclosure website. Independent directors have expressed independent opinions on this proposal.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
11. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
The independent directors of the company have expressed independent opinions on this proposal; The board of supervisors of the company has issued review opinions on this proposal. The recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) underwriting recommendation Co., Ltd. issued verification opinions.
The specific contents of this proposal are detailed in the special report on the deposit and use of the company's raised funds in 2021 disclosed on the qualified gem information disclosure website. (Announcement No.: 202211)
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
12. Deliberated and adopted the proposal on early general election of the board of directors
After the lifting of the ban on some pre IPO restricted shares on September 17, 2021, the equity structure of the company has changed. In order to improve the corporate governance structure and ensure the effective decision-making and stable development of the company, according to the relevant provisions of the company law, the articles of association and other laws and regulations, the board of directors of the company deliberated and approved the proposal and agreed to the early general election.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
13. The proposal on early election of the board of directors and nomination of candidates for non independent directors of the third board of directors was deliberated and adopted
With the consent of all directors of the company, the board of directors of the company decided to elect a general election in advance. The third board of directors of the company will be composed of 9 directors, including 6 non independent directors and 3 independent directors. The board of directors of the company agreed to nominate Mr. Zhou Pengwei, Mr. Zhao Donghui, Mr. Ye Wenguo, Ms. Wu Fang, Mr. Chen Lei and Mr. Zhu genglin as candidates for non independent directors of the third board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and equal amount election will be conducted by cumulative voting.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
14. The proposal on the early election of the board of directors and the nomination of independent director candidates for the third board of directors was deliberated and adopted
The board of directors of the company agrees to nominate Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli as candidates for independent directors of the third board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and equal amount election will be conducted by cumulative voting.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
The specific contents of the above proposals 13 and 14 are detailed in the announcement on the early general election of the board of directors and the board of supervisors (Announcement No.: 202212) disclosed by the company on the qualified gem information disclosure website on March 3, 2022.
15. The proposal on resignation of the Secretary of the board of directors and appointment of a new secretary of the board of directors Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as "the company") was deliberated and adopted. The board of directors recently received a written resignation report from the Secretary of the board of directors, Mr. ye Wenguo, who resigned as the Secretary of the board of directors because he concentrated on financial management. According to relevant regulations, the resignation report takes effect from the date it is delivered to the board of directors of the company. After his resignation, Mr. Ye Wenguo will continue to serve as the chief financial officer of the company.
Upon the nomination of the board of directors of the company, it is decided to appoint Ms. Li Yin (see the appendix for her resume) as the Secretary of the board of directors. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the third board of directors.
The announcement on the resignation and appointment of the Secretary of the board of directors of the company (Announcement No.: 202213) was disclosed on the same day in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and qualified gem information disclosure websites. Independent directors expressed their independent opinions on the proposal.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
16. The proposal on signing the project investment agreement and foreign investment between the company and Shanghai Baoshan government was deliberated and adopted
In order to accelerate the gathering of innovative resources and industrial resources of graphite and graphene new materials, promote the transformation of R & D achievements, and promote the large-scale, high-end and international development of the industry, after deliberation, the board of directors passed the proposal on signing the project investment agreement and foreign investment between the company and Shanghai Baoshan government, See the announcement on signing the project investment agreement and foreign investment between the company and Shanghai Baoshan government (Announcement No.: 202214) disclosed on the qualified gem information disclosure website on the same day. Independent directors expressed their independent opinions on the proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 affirmative votes; No negative votes; The number of abstentions was 0.
17. The proposal on the company's compliance with the conditions for issuing shares to specific objects through simple procedures was deliberated and adopted. In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the review rules for the listing of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange and other laws, regulations and normative documents, According to the requirements of relevant qualifications and conditions for GEM listed companies to issue shares to specific objects through summary procedures, after careful self-examination by the board of directors, it is considered that the company meets the provisions and requirements of relevant laws, regulations and normative documents on listed companies to issue shares to specific objects through summary procedures, and has the qualifications and conditions to apply for this issuance of shares. It is agreed that the company will issue shares to specific objects through summary procedures. Independent directors expressed their independent opinions on the proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
18. The proposal on the company's plan to issue shares to specific objects through summary procedures was deliberated and adopted item by item. The board of directors of the company deliberated and approved the company's plan to issue shares to specific objects (hereinafter referred to as "this issuance") item by item, as follows:
(1) Types and of shares issued
