Securities code: Dalian Demaishi Precision Technology Co.Ltd(301007) securities abbreviation: Dalian Demaishi Precision Technology Co.Ltd(301007) Announcement No.: 2022001 Dalian Demaishi Precision Technology Co.Ltd(301007)
Announcement of resolutions of the third meeting of the third 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
1. Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as the company) the notice of the third meeting of the third board of directors was delivered to all directors on March 4, 2022 by hand and in writing.
2. The board of directors was held at 13:00 p.m. on March 15, 2022 in the company's conference room by on-site and communication, and voted by open ballot.
3. There were 11 directors who should attend the meeting and 11 directors who actually attended the meeting, including 5 directors who attended the meeting on site and 6 directors who attended the meeting by correspondence. No director entrusted other directors to attend or be absent from the meeting.
4. The board of directors was presided over by Mr. He Jianping, chairman of the board of directors, and the company's supervisors, senior managers and securities affairs representatives attended the meeting as nonvoting delegates.
5. The meeting was held in accordance with the company law of the people's Republic of China and other laws and regulations and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and adopted the 2021 general manager's work report
Mr. He Jianping, the general manager, reported the company's operation in 2021 and the business plan in 2022 to the board of directors.
Voting results: 11 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the work report of the board of directors in 2021
Mr. He Jianping, chairman of the board of directors, reported on the work of the board of directors in 2021 and the company's future development strategy. For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Disclosed the work report of the board of directors in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
The board of Directors believes that the preparation of the 2021 annual report and the summary of the 2021 annual report of the company comply with laws, regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange. 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. For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Disclosed annual report of 2021 and summary of annual report of 2021. Voting results: 11 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and adopted the financial final accounts report of 2021
After deliberation, the board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Disclosed financial final accounts report of 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the financial budget report for 2022
Ms. Li Jian, chief financial officer, read out the financial budget report for 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the report on the work of independent directors in 2021
In accordance with the company law, the articles of association, the working system of independent directors and relevant laws and regulations, the independent directors reported the work of 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The report on the work of independent directors in 2021 disclosed by each independent director.
Voting results: 11 in favor, 0 against and 0 abstention.
7. The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted
The company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the company's financial audit institution in 2021, and requests the general meeting of shareholders to authorize the company's management to negotiate with Dahua Certified Public Accountants (special general partnership) to determine relevant audit fees according to the company's specific audit requirements and audit scope.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Announcement on reappointment of audit institutions in 2022 disclosed.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their prior approval opinions and independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on profit distribution plan for 2021
Based on the company's operation and future development plan, in order to continuously repay shareholders, the company plans to distribute cash dividends of RMB 1.00 (including tax) to all shareholders for every 10 shares on the equity registration date of the distribution plan based on the total share capital of 153340000 shares on December 31, 2021. A total of RMB 1533400000 (including tax) will be distributed. This equity distribution is a cash dividend, No change in share capital is involved.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on the special report on the storage and use of raised funds in 2021 was reviewed and approved. The company stored, used and managed the raised funds according to the requirements of relevant regulations, and prepared the special report on the storage and use of raised funds in 2021.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The special report on the deposit and use of raised funds in 2021 disclosed, the assurance report issued by Dahua Certified Public Accountants (special general partnership) and the special verification opinions issued by the sponsor.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions, the sponsor issued verification opinions, and the accounting firm issued relevant assurance reports.
10. Deliberated and passed the proposal on the evaluation report of internal control in 2021
After deliberation by the directors attending the meeting, the board of Directors believes that the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations, and established a relatively complete, reasonable and effective internal control system in all aspects, which has been effectively implemented.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The disclosed internal control evaluation report (2021), the assurance report issued by Dahua Certified Public Accountants (special general partnership) and the special verification opinions issued by the sponsor.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions, the sponsor issued verification opinions, and the accounting firm issued relevant assurance reports.
11. The proposal on the company and its wholly-owned subsidiaries applying for credit lines and providing guarantees and related party transactions to financial institutions in 2022 was deliberated and adopted
In order to meet the production, operation and development needs of the company and its wholly-owned subsidiary Dalian Jinhuade precision shaft Co., Ltd., the company and its subsidiaries plan to apply for a comprehensive credit line with a total amount of no more than RMB 153 million from various financial institutions (including but not limited to commercial banks) in 2022.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The announcement on the application of the company and its subsidiaries for credit lines and guarantees and related party transactions from financial institutions and the special verification opinions issued by the sponsor.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes.
Mr. He Jianping, a related director, avoided voting on this proposal.
The independent directors of the company expressed their prior approval opinions and independent opinions, and the recommendation institution issued verification opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12. The proposal on the remuneration of directors, supervisors and senior managers of the company was deliberated and adopted
It is confirmed that the company paid a total of 5.6494 million yuan to directors, supervisors and senior managers in 2021. Upon the proposal of the remuneration and assessment committee of the board of directors, in accordance with the provisions of the articles of association and the company's remuneration related systems, combined with the actual situation of the company's operation and development, and with reference to the remuneration levels of industries and regions, the company has formulated the remuneration standards for directors, supervisors and senior managers Compensation scheme for senior management.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The announcement on the remuneration scheme of the company's directors, supervisors and senior managers.
Voting results: 2 affirmative votes, 0 negative votes and 0 abstention votes.
According to the relevant provisions of the articles of association, since the proposal is not related and the number of directors is less than 3, this proposal will be directly submitted to the 2021 annual general meeting of shareholders for deliberation.
The independent directors of the company expressed their independent opinions on this.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. Deliberated and passed the proposal on Amending the articles of Association
The company plans to revise the relevant provisions of the articles of association in combination with the actual situation.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Announcement on Amending the articles of Association disclosed by the company.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
14. The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
In accordance with 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 detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to issue shares with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the latest year to specific objects in 2022 through simple procedures. The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the next annual general meeting of shareholders.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
15. The proposal on adjusting the proposed investment amount of investment projects with raised funds was deliberated and adopted
The company plans to adjust the proposed investment amount of the investment project with raised funds in combination with the actual situation.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC The announcement on adjusting the proposed investment amount of the investment project with raised funds disclosed and the special verification opinions issued by the recommendation institution..
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this, and the recommendation institution issued verification opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
16. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The company plans to hold the 2021 annual general meeting of shareholders in the company's conference room at 14:30 p.m. on April 11, 2022 and review relevant proposals.
For details, see
