Securities code: Shenzhen Xfh Technology Co.Ltd(300890) securities abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Announcement No.: 202204 Shenzhen Xfh Technology Co.Ltd(300890)
Announcement of resolutions of the 12th meeting of the second board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The seventh meeting of the second board of supervisors of Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as "the company" " Shenzhen Xfh Technology Co.Ltd(300890) ") was held in the Shenzhen Xfh Technology Co.Ltd(300890) conference room at 11:00 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 Ms. Li Yan. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. 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、 Deliberation at the meeting of the board of supervisors
After full discussion by the supervisors present, the following proposals were considered and adopted at this meeting:
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2021
The specific contents of the company's proposal on the work report of the board of supervisors in 2021 are detailed in the work report of the board of supervisors in 2021 disclosed by the company 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: 3 affirmative votes; No negative votes; The number of abstentions was 0.
2. Deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of supervisors has no opinion on this proposal. For the specific contents of this proposal, please refer to the 2021 annual 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: 3 affirmative votes; No negative votes; The number of abstentions was 0.
3. 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 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. The board of supervisors believes that the company's plan of no profit distribution combines the company's future development and capital arrangement, and there is no situation that damages the interests of other shareholders of the company, especially small and medium-sized shareholders. From the perspective of more conducive to the company's development and return to investors in the future, the non profit distribution this time meets the requirements and agrees to the proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 affirmative votes; No negative votes; The number of abstentions was 0.
4. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
The board of supervisors of the company believes that the procedures for the preparation and review of the full text and abstract of the 2021 annual report by the board of directors of the company 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 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: 3 affirmative votes; No negative votes; The number of abstentions was 0.
5. Deliberated and passed the proposal on renewing the appointment of accounting firms
The independent directors of the company approved the proposal in advance and expressed independent opinions; The board of supervisors has no objection to the proposed accounting firm. 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: 3 affirmative votes; No negative votes; The number of abstentions was 0.
6. The proposal on the company's application for financing credit line and guarantee for subsidiaries in 2022 was reviewed and passed. 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 was 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: 3 affirmative votes; No negative votes; The number of abstentions was 0.
7. Review and adopt the 2021 internal control evaluation report
The independent directors of the company have expressed independent opinions on this proposal; The recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) underwriting recommendation Co., Ltd. issued verification opinions. The board of supervisors has no comments after review.
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: 3 affirmative votes; No negative votes; The number of abstentions was 0.
8. 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.
9. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved, and the independent directors of the company expressed independent opinions on the proposal; The recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) underwriting recommendation Co., Ltd. issued verification opinions. Please refer to the 2021 special report on the company's use of funds raised on the gem for details. (Announcement No.: 202211)
Voting results: 3 affirmative votes; No negative votes; The number of abstentions was 0.
10. Deliberated and adopted the proposal on early general election of the board of supervisors
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 supervisors of the company deliberated and approved the proposal and agreed to the early general election.
Voting results: 3 affirmative votes; No negative votes; The number of abstentions was 0.
11. The proposal on early general election of the board of supervisors and nomination of candidates for the third session of the board of supervisors was deliberated and adopted. With the consent of all supervisors of the company, the board of supervisors of the company decided to early general election. The third board of supervisors of the company consists of three supervisors, including two shareholder representative supervisors and one employee representative supervisor. The board of supervisors of the company agreed to nominate Ms. Li Yan and Mr. Zhang Zhihang as candidates for the third session of the board of supervisors of the company. The two non employee representative supervisors need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the cumulative voting method shall be adopted for equal election. After being deliberated and approved by the general meeting of shareholders, the two candidates for supervisors will form the third board of supervisors of the company together with one employee representative supervisor elected by the employee representative of the company. The term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The specific contents of the proposal are detailed in the announcement on early 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.
Voting results: 3 affirmative votes; No negative votes; The number of abstentions was 0.
12. The proposal on the company meeting the conditions for issuing shares to specific objects through summary procedures was deliberated and adopted
In accordance with the relevant provisions of laws, regulations and normative documents such as 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 rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the requirements of relevant qualifications and conditions for companies listed on the gem to issue shares to specific objects through simple procedures, After careful verification by the board of supervisors, it is considered that the company meets the provisions and requirements of relevant laws, regulations and normative documents on the issuance of shares by listed companies to specific objects through summary procedures, and is qualified and qualified 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: 3 in favor, 0 against and 0 abstention.
13. The proposal on the company's plan to issue shares to specific objects through summary procedures was deliberated and adopted one by one
The board of supervisors of the company deliberated and approved the company's plan of issuing shares to specific objects (hereinafter referred to as "this issuance") item by item, as follows:
(1) Type and par value of issued shares
The type of shares issued this time is RMB ordinary shares (A shares), with a par value of RMB 1.00.
Voting results: 9 in favor, 0 against and 0 abstention.
(2) Issuing method and time
This issuance adopts the method of issuing shares to specific objects through simple procedures, and the issuance payment shall be completed within 10 working days after the CSRC makes the decision of registration.
Voting results: 9 in favor, 0 against and 0 abstention.
(3) Issuing object and subscription method
The objects of this offering are securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors, and other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC, No more than 35 distribution objects (including 35).
Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The final issuance target will be determined by the board of directors and its authorized persons through negotiation with the lead underwriter in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the issuance, and in accordance with the principle of price priority. During the implementation of this offering bidding, the subscription invitation issued by the listed company will require the subscription object to make a commitment: there shall be no association relationship between the qualified investors participating in the bidding as stipulated in the company law and the GEM Listing Rules of Shenzhen Stock Exchange (revised in 2020), and they shall not actively seek the control of the issuer.
All issuers subscribe for the shares issued this time in cash.
Voting results: 9 in favor, 0 against and 0 abstention.
(4) Pricing base date, issue price and pricing principle
The pricing benchmark date of this issuance is the first day of the issuance period of the company's shares.
The issue price shall not be less than 80% of the average price of A-Shares of the company 20 trading days before the pricing benchmark date (the average price of A-Shares 20 trading days before the pricing benchmark date = the total trading volume of A-Shares 20 trading days before the pricing benchmark date / the total trading volume of A-Shares 20 trading days before the pricing benchmark date).
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
The final issue price will be determined by the board of directors of the company through consultation with the lead underwriter according to the inquiry results in accordance with the authorization of the annual general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
(5) Number of issues
The number of shares issued this time shall not exceed 30 million (including this number), and shall not exceed the number of shares issued before this issuance
