Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022021 Wuxi Dk Electronic Materials Co.Ltd(300842)
Announcement of resolutions of the 8th 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
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as "the company") the eighth meeting of the second board of supervisors was held in the company's conference room on March 8, 2022 by means of on-site communication. The company notified all supervisors by email and telephone on February 26, 2022. The meeting was convened and presided over by Ms. Deng Ming, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. Among them, supervisor Rong Suli attended the meeting by means of communication. The meeting of the board of supervisors was held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and Wuxi Dk Electronic Materials Co.Ltd(300842) articles of Association (hereinafter referred to as the "articles of association") and other relevant laws and regulations. The meeting was legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The supervisors attending the meeting fully discussed the proposals to be considered at the meeting, and considered and adopted the following proposals: 1 The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
In strict accordance with the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, the board of supervisors conscientiously performed its supervisory duties from the perspective of earnestly safeguarding the interests of the company and the interests of the majority of shareholders. Ms. Deng Ming, the chairman of the board of supervisors, made a report on the work of the board of supervisors in 2021 to all supervisors. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Report on the work of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the company's 2021 annual financial statement report
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Financial final accounts report of 2021 on.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the company's 2021 annual audit report
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day 2021 annual audit report on.
Voting results: 3 in favor, 0 against and 0 abstention.
4. The proposal on the company's 2021 annual report and summary was deliberated and adopted
After review, the board of supervisors believes that the procedures of the 2021 annual report and summary prepared and reviewed by the board of directors comply with the provisions of laws, regulations and normative documents. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions, And agreed to submit this report to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Annual report 2021 and summary of annual report 2021 on.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
In view of the fact that the company is in the period of major asset restructuring and relevant work is in progress, in order to fully ensure the smooth implementation of the company's major asset restructuring projects and the company's business stability, alleviate the possible cash pressure of the company's future production energy growth and extensive development, and safeguard the long-term interests of all shareholders from the perspective of the company's long-term development, According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, the company plans not to distribute cash dividends, bonus shares, convert capital reserve into share capital in 2021, and carry forward undistributed profits to subsequent years.
The board of supervisors believes that the profit distribution plan for 2021 proposed by the board of directors is to comprehensively consider the current operating conditions and future development needs of the company, and from the long-term interests of the company, which is conducive to safeguarding the long-term interests of all shareholders, without damaging the shareholders of the company, especially the minority shareholders. Therefore, the board of supervisors agreed to the proposal on the company's profit distribution plan for 2021 and agreed to submit the proposal to the general meeting of shareholders for deliberation. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special instructions on no profit distribution in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the special report on the deposit and actual use of raised funds in 2021
The board of supervisors believes that the deposit and actual use of the company's raised funds in 2021 comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, It complies with the relevant provisions of the company's management system for raised funds, and there is no violation of the deposit and use of raised funds, no change in the investment direction of raised funds and damage to the interests of investors. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and actual use of raised funds in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
7. The proposal on the company's special explanation on the occupation of funds by controlling shareholders and other related parties in 2021 was deliberated and adopted
Zhongtianyun Certified Public Accountants (special general partnership) issued the special statement on the occupation of funds by controlling shareholders and other related parties in 2021. After review, the board of supervisors held that: in 2021, the company did not occupy the company's funds in violation of regulations by controlling shareholders and other related parties, nor did it occupy the company's funds in disguise in other ways; The company has not provided guarantees or other external guarantees for shareholders, actual controllers and their related parties. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special instructions on the occupation of funds by controlling shareholders and other related parties in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
8. The proposal on the company's self evaluation report on internal control in 2021 was deliberated and adopted
After review, the board of supervisors believes that the company has established a relatively perfect and reasonable internal control system in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, the articles of association and relevant regulations, And implemented effectively. The company's self-evaluation report on internal control in 2021 objectively, truly and accurately reflects the construction and operation of the company's internal control system. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
9. The proposal on the company's 2022 annual remuneration plan for supervisors was deliberated and adopted
This proposal involves the remuneration of all supervisors. Based on the principle of prudence, all supervisors avoid voting and submit it to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the remuneration (allowance) scheme of the company's directors, supervisors and senior managers in 2022.
Voting results: 0 in favor, 3 in avoidance, 0 against and 0 abstention.
This proposal will be directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on renewing the appointment of accounting firms in 2022 was deliberated and adopted
After review, the board of supervisors believes that zhongtianyun Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies. During its tenure as the company's audit institution in 2021, it has diligently performed its audit responsibilities, and the audit report issued objectively and truly reflects the company's financial situation and operating results. In order to ensure the continuity and robustness of the audit work, the company agrees to renew the appointment of zhongtianyun Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the renewal of the appointment of accounting firms. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on the company's application for comprehensive credit line and acceptance of guarantees from related parties and related party transactions was deliberated and adopted
After review, the board of supervisors believes that: the company plans to apply for a comprehensive credit line of no more than RMB 2.3 billion from banks and other financial institutions within the validity period of the credit line, which is in line with the actual situation of the company's business development and is conducive to improving the efficiency of the company's decision-making and implementation; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide guarantee for the company's credit business according to the actual needs of financial institutions, and exempt the company from paying guarantee fees, and there is no need for the company to provide counter guarantee, which is conducive to supporting the company's business development and will not have an adverse impact on the company's current and future financial status and operating results, There are no circumstances that damage the interests of minority shareholders and other shareholders of the company; When the board of directors of the company deliberated the proposal, the related directors fulfilled the obligation to avoid voting. At the same time, the matter will be submitted by the board of directors to the general meeting of shareholders for deliberation and approval. The deliberation procedures comply with the provisions of relevant laws and regulations and other normative documents and the articles of association. Therefore, the supervisors agreed to the above proposal. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the company's application for comprehensive credit line and acceptance of guarantees provided by related parties and related party transactions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Resolutions of the 8th meeting of the second board of supervisors of the company.
It is hereby announced.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of supervisors March 9, 2022
