Securities code: Shenzhen Senior Technology Material Co.Ltd(300568) securities abbreviation: Shenzhen Senior Technology Material Co.Ltd(300568) Announcement No.: 2022024 Shenzhen Senior Technology Material Co.Ltd(300568)
Announcement of resolutions of the 20th meeting of the 5th 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
Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as "the company") the 20th meeting of the 5th board of directors was held in the company's conference room on February 28, 2022 by means of on-site and communication. 7 directors should attend the meeting and 7 actually attended the meeting. The meeting was presided over by the chairman, Mr. Chen Xiufeng, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. This meeting is a regular meeting of the board of directors. The notice of the meeting has been sent to all directors, supervisors and senior managers by email, SMS and telephone on February 18, 2022. The convening of this board meeting complies with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the attending directors, the following proposals were adopted at the meeting:
(I) deliberated and adopted the work report of the board of directors in 2021
Mr. Yang Yong, Mr. Wang Wenguang, Mr. Lin Zhiwei and Mr. Ju Xuecheng, the former independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）The report on the work of the board of directors in 2021 and the report on the work of independent directors in 2021.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the 2021 general manager's work report was reviewed and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(III) the annual report for 2021 and its summary were reviewed and adopted
Full text of 2021 annual report and summary of 2021 annual report on.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and adopted the financial final accounts report of 2021
See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Financial final account report of 2021 and financial budget report of 2022 on the.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) reviewed and approved the financial budget report for 2022
See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Financial final account report of 2021 and financial budget report of 2022 on the.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the proposal on capital increase and profit transfer of the company in 2021 was reviewed and approved
See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021.
Independent directors have expressed their independent opinions on this proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) deliberated and adopted the self-evaluation report on internal control in 2021
See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
The independent directors have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(VIII) the proposal on determining the audit fees of audit institutions in 2021 was deliberated and adopted
The third extraordinary general meeting of the company in 2021 authorized the board of directors to determine the audit fee of the audit institution in 2021 according to the specific circumstances of the audit. According to the specific circumstances of the audit institution in 2021, the company will pay the audit fee of the financial report of Zhitong Certified Public Accountants (special general partnership) in the amount of 1.4 million yuan.
(IX) proposal on developing foreign exchange hedging business
See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Announcement on carrying out foreign exchange hedging business on.
The independent directors have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(x) the proposal on the use of some temporarily idle self owned funds for cash management was deliberated and adopted. For details, please refer to the announcement published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Announcement on the use of some temporarily idle self owned funds for cash management.
The independent directors have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
（11） The special report on the deposit and use of raised funds in 2021 was reviewed and approved. For details, please refer to the announcement published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Special report of the board of directors on the deposit and use of raised funds in 2021.
The independent directors have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
（12） The proposal on the application for comprehensive credit line by the company and its subsidiaries was deliberated and adopted
In order to meet the needs of construction funds and daily operating funds of the project, the company and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive credit line of no more than 9.9 billion yuan (including equivalent foreign currency), which is mainly used for operation and project construction. The credit content includes but is not limited to project loans (fixed asset loans), working capital loans, overseas payment Issuing letter of guarantee, bank acceptance bill, commercial bill guarantee, international letter of credit and China letter of credit, import and export trade financing business, accounts receivable factoring and other trade financing projects.
The specific credit lines are as follows:
Unit: 100 million yuan
Name of credit unit credit line
Shenzhen Senior Technology Material Co.Ltd(300568) 28
Hefei Xingyuan new energy materials Co., Ltd
Jiangsu Xingyuan New Material Technology Co., Ltd
Changzhou Xingyuan new energy materials Co., Ltd
Shenzhen Senior Technology Material Co.Ltd(300568) International (Hong Kong) Limited 1
Senior Material（Europe）AB 18
Shenzhen Senior Technology Material Co.Ltd(300568) (Nantong) new material technology Co., Ltd. 26
Total 99
The above comprehensive credit line is the preliminary plan of the company and its subsidiaries, and the specific credit line can be adjusted between the company and its subsidiaries. The total amount of the above credit line is not equal to the specific financing amount of the company and its subsidiaries. The specific financing amount will be determined according to the actual needs of the working capital of the company and its subsidiaries. At the same time, the legal representative of the company and its subsidiaries or the authorized signatory authorized by the legal representative shall be authorized to sign the legal contract documents related to the above comprehensive credit. The period of applying for credit line from banks and other financial institutions is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on the company providing guarantee for bank financing of subsidiaries was deliberated and adopted
See details published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）Announcement on the guarantee provided by the company for the bank financing of its subsidiaries.
The independent directors have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The proposal on determining the remuneration of non independent directors and senior managers in 2021 and the remuneration scheme in 2022 was deliberated and adopted
1. Remuneration of non independent directors and senior managers in 2021
The third extraordinary general meeting of shareholders in 2020 held by the company on November 2, 2020 deliberated and approved the proposal on determining the remuneration of directors of the Fifth Board of directors of the company. If non independent directors of the Fifth Board of directors concurrently serve as senior managers, they will receive remuneration according to their specific positions and performance of duties in the company and will not receive director allowance; In addition, for independent directors and other non independent directors of the 5th board of directors, the director's allowance standard is 80000 yuan / year (before tax) per person, and the individual income tax is withheld and paid by the company.
The remuneration of non independent directors and senior managers performing their duties in the company consists of basic salary, performance salary and annual benefit bonus. The basic salary is mainly determined according to the post, the salary level of the same industry, the qualifications of the employees and other factors; Performance pay is determined based on the comprehensive evaluation of individual work completion; The annual benefit bonus is determined according to the completion of the company's performance in the current year.
After accounting, the pre tax remuneration of non independent directors and senior managers performing their duties in the company in 2021 is as follows:
Name position status total pre tax remuneration received from the company in 2021 (10000 yuan)
Chen Xiufeng, chairman and general manager, is currently 173.05
Wang Changhong, director and chief financial officer, is currently 104.11
Wang Yongguo, the current director, is 102.25
The current director of Peter Zhu is 0.73
Shen Xiwen, deputy general manager and Secretary of the board of directors, is currently 89.77
Zhou Qichao leaves office 7.33
Total - 477.24
2. Remuneration plan for non independent directors and senior managers in 2022
According to the provisions of the articles of association and the company's salary related system, combined with the actual situation of the company's business scale and with reference to the salary level of the industry, the salary scheme for non independent directors and senior managers performing their duties in the company in 2022 is formulated as follows:
(1) The proposal is applicable to:
Non independent directors and senior managers who receive remuneration in the company.
(2) Application period of this proposal:
From January 1, 2022 to December 31, 2022.
(3) Salary standard:
The non independent directors and senior managers who perform their duties in the company and the senior managers who serve in the company receive corresponding remuneration according to the specific management positions they hold in the company and the relevant salary system of the company. The basic salary is paid on an average monthly basis, the performance salary is determined according to the completion of personal work, and the annual benefit bonus is determined according to the performance completion of the company in the current year, No additional director's allowance.
Related directors Mr. Chen Xiufeng, Mr. Wang Changhong, Mr. Wang Yongguo and Mr. Zhu Peter need to avoid voting on this proposal.
independent
