Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022020 Wuxi Dk Electronic Materials Co.Ltd(300842)
Announcement of resolutions of the 8th meeting of the second 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
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”) the eighth meeting of the second board of directors was held in the company’s conference room on March 8, 2022 by combining on-site and communication. The company has notified all directors by e-mail and telephone on February 26, 2022. The meeting was convened and presided over by Chairman Shi Weili. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Among them, directors Tang Ruide, Tang Jianrong, Yu Lixin and Qin Shu attended the meeting by means of communication, and supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the board of directors comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations, normative documents and the relevant provisions of Wuxi Dk Electronic Materials Co.Ltd(300842) articles of association. The meeting is legal and effective.
2、 Deliberations of the board meeting
The directors attending the meeting fully discussed the proposals to be considered at this meeting, and considered and adopted the following proposals: 1 The proposal on the company’s 2021 annual general manager’s work report was deliberated and adopted
Mr. Shi Weili, the general manager of the company, delivered the 2021 general manager work report of the company at the meeting. The directors of the company listened carefully to the report and agreed that the report objectively and truly reflected the main work of the company’s management in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on the work report of the board of directors in 2021
The board of directors carefully reviewed the work report of the board of directors in 2021 and believed that the report truly and accurately reflected the work of the board of directors in 2021. Independent directors Ms. Yu Lixin, Mr. Tang Jianrong, Mr. Qin Shu, Mr. Ma Zhongfa and Mr. Liu Yuanan submitted the work report of independent directors in 2021 to the board of directors respectively, And will report on their work at the 2021 annual general meeting of shareholders. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
Voting results: 9 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 financial statement report
According to the actual operation of the company, the financial statement report of 2021 is hereby formulated. The board of directors of the company discussed the report and deliberated and adopted the 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: 9 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.
4. The proposal on the company’s 2021 annual audit report was deliberated and adopted
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: 9 in favor, 0 against and 0 abstention.
5. The proposal on the company’s 2021 annual report and summary was deliberated and adopted
The board of directors carefully reviewed the company’s 2021 annual report and abstract, and considered that the preparation procedures of the company’s annual report and abstract comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the company’s operation in 2021, and there are no false records, misleading statements or major omissions. 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: 9 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. 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 independent directors of the company expressed their independent opinions on this proposal. 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: 9 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.
7. Deliberated and adopted the special report on the deposit and actual use of raised funds in 2021
In 2021, the company deposited and used the raised funds in strict accordance with the provisions and requirements of the company law, the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the management measures for the use of raised funds Accurately and completely disclose the use of the raised funds, and there is no violation of the deposit and use of the raised funds. The independent directors of the company have expressed their independent opinions on this proposal; The recommendation institution Everbright Securities Company Limited(601788) has expressed its agreed verification opinions on this proposal; The audit institution zhongtianyun Certified Public Accountants (special general partnership) issued an assurance report. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention.
8. The proposal on the company’s special explanation on the occupation of funds by controlling shareholders and other related parties in 2021 was reviewed and approved
In strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company did not occupy the company’s funds for non operational purposes by controlling shareholders and other related parties during the reporting period and previous years.
The independent directors of the company have expressed their independent opinions on this proposal; Zhongtianyun Certified Public Accountants (special general partnership) issued special instructions. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention.
9. The proposal on the company’s self evaluation report on internal control in 2021 was deliberated and adopted
After deliberation, the board of Directors believes that the self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system. The company has established a relatively perfect internal control system and can be effectively implemented. The independent directors of the company have expressed their independent opinions on this proposal; The recommendation institution Everbright Securities Company Limited(601788) has expressed its agreed verification opinions on this proposal. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention. Adopted by vote.
10. The proposal on the company’s 2022 directors’ remuneration and allowance scheme was deliberated and adopted
This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors avoid voting and submit it to the 2021 annual general meeting of shareholders of the company for deliberation. The independent directors of the company expressed their independent opinions on this proposal. 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, 9 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.
11. Deliberated and passed the proposal on the compensation scheme for senior managers of the company in 2022
In 2022, the remuneration of the company’s senior managers will be comprehensively assessed according to their specific management positions and actual work performance in the company, combined with the company’s annual operating performance and other factors. The independent directors of the company expressed their independent opinions on this proposal. 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: 6 in favor, 0 against and 0 abstention. Based on the principle of prudence, the related directors Mr. Shi Weili, Mr. Qi Erdong and Ms. Wang Jiaojiao avoided voting.
12. The proposal on renewing the appointment of accounting firms in 2022 was deliberated and adopted
Zhongtianyun Certified Public Accountants (special general partnership) followed the professional standards of independence, objectivity and impartiality and successfully completed various audits during its tenure as the company’s audit institution. In order to maintain the stability and continuity of the company’s audit work, the board of directors of the company plans to renew the appointment of zhongtianyun Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for a period of one year. The specific audit fees shall be submitted by the board of directors to the general meeting of shareholders and authorized the management of the company to negotiate and determine according to the audit work of the current year, market price and other factors. The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. 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: 9 in favor, 0 against and 0 abstention. Adopted by vote.
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’s application for comprehensive credit line and acceptance of guarantees from related parties and related party transactions was deliberated and adopted
In order to meet the capital needs of the company’s production and operation and strategy implementation, the company plans to apply for a comprehensive credit line of no more than RMB 2.3 billion from banks and other financial institutions; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide a guarantee of no more than 200 million yuan for the company’s credit business according to the actual needs of financial institutions, and is exempt from the company’s payment of guarantee fees, and there is no need for the company to provide counter guarantee. The validity period of the above credit and guarantee matters is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of convening the general meeting of shareholders deliberating the annual credit line in the next year.
Mr. Shi Weili is the controlling shareholder and actual controller of the company, and Mr. Shi Weili is the chairman and general manager of the company. As of the date of the announcement, Wuxi Suntech Trading Co., Ltd. and Wuxi Suntech Trading Co., Ltd. (the partnership) held 30.39% of the shares of Wuxi Suntech Trading Co., Ltd., which were directly controlled by the partnership. This proposal involves related party transactions, and Mr. Shi Weili, as a related director, avoids voting.
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal; The recommendation institution Everbright Securities Company Limited(601788) has expressed its agreed verification opinions on this 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: there were 8 affirmative votes, 0 negative votes and 0 abstention votes. Shi Weili, a related director, avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The board of Directors proposes to hold the 2021 annual general meeting of shareholders in the company’s conference room on March 29, 2022 by combining on-site voting and online voting. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the notice of convening the 2021 annual general meeting of shareholders. Voting results: 9 in favor, 0 against and 0 abstention. Adopted by vote.
3、 Documents for future reference
1. Resolutions of the 8th meeting of the second board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the eighth meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the eighth meeting of the second board of directors;
4. Other documents for future reference required by Shenzhen Stock Exchange.
It is hereby announced.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors March 9, 2022
