Securities code: Zhejiang Taitan Co.Ltd(003036) securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Announcement No.: 2022021 Zhejiang Taitan Co.Ltd(003036)
Announcement of resolutions of the 9th meeting of the 9th 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
Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as "the company" or "the company") the ninth meeting of the ninth board of directors was sent out by means of communication and e-mail on March 4, 2022 and held on site in the company's conference room on March 15, 2022. The meeting was presided over by Mr. Chen Yurong, chairman of the board of directors. There were 9 directors who should participate in the voting and 9 directors who actually participated in the voting. More than half of all directors participated in the meeting, which was in line with the relevant provisions of the company law and the articles of Association of the company.
2、 Deliberations of the board meeting
After careful discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
(I) deliberated and passed the proposal on reviewing the work report of the board of directors of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 disclosed on the.
Mr. Li Xudong, Ms. Yu feitao and Ms. Wang Jin, the independent directors of the company, respectively 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. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Report on the work of independent directors in 2021 disclosed on the.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on reviewing the 2021 general manager's work report of the company was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The directors of the company listened carefully to the 2021 general manager's work report of the company reported by Mr. Chen Yurong, the general manager, and believed that the 2021 general manager's work report of the company truly and objectively reflected the company's business situation in 2021 and the actual situation of the company's management in implementing and implementing the resolutions of the board of directors in this year. (III) review and approve the company's 2021 annual financial statement report
Voting results: 9 in favor, 0 against and 0 abstention.
In 2021, the company realized an operating revenue of 1243292100 yuan, an increase of 86.18% over the same period of last year; The operating profit was 767181 million yuan, an increase of 9.21% over the same period of last year; The total profit was 788906 million yuan, an increase of 12.49% over the same period of last year; The net profit attributable to the listed company in the same period of last year was 7.274 million yuan, an increase of 21.7% over the same period of last year. The board of Directors believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and approved the self-evaluation report on the company's internal control in 2021 and the self inspection form for the implementation of the company's internal control rules in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
See cninfo.com for details（ http://www.cn.info.com.cn. ）2021 annual self inspection report on internal control and implementation of self inspection rules for 2021.
The independent directors expressed their independent opinions on this, and the recommendation institution issued corresponding verification opinions. (V) deliberated and passed the proposal on deliberation of the company's 2021 annual report and its summary
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）The summary of the 2021 annual report disclosed on http://www.cninfo.com.cn（ http://www.cn.info.com.cn. ）Full text of 2021 annual report disclosed on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the company's profit distribution plan for 2021
Voting results: 9 in favor, 0 against and 0 abstention.
According to the 2021 Zhejiang Taitan Co.Ltd(003036) audit report and financial statements (xksbz [2022] No. zf10102) issued by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the parent company in 2021 was 727 Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) 5 yuan.
According to the guidance of the CSRC to encourage listed companies to pay cash dividends and give investors stable and reasonable returns, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, according to the provisions of the company law and the articles of association, the company's profit distribution plan for 2021 is: Based on the total share capital of the company
Take 21 Shanghai Pudong Development Bank Co.Ltd(600000) 0 as the base, distribute cash dividend of 0.72 yuan (including tax) to all shareholders for every 10 shares, distribute cash dividend of 1555200000 yuan in total, and give bonus shares of 0 shares (including tax), and do not use the accumulation fund to increase the share capital. The company's cash dividends accounted for 21.38% of the net profit attributable to shareholders of Listed Companies in 2021. If the total share capital of the company changes before the implementation of the plan, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged.
The independent directors of the company 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.
(VII) deliberated and passed the proposal on special instructions on the deposit and use of the company's raised funds in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com on the same day（ http://www.cn.info.co m. C n) special report on the deposit and use of raised funds in 2021 disclosed on the.
The independent directors have expressed their independent opinions on this proposal, the accountants have issued the assurance report, and the recommendation institution has issued the corresponding verification opinions.
(VIII) deliberated and passed the proposal on continuing the appointment of accounting firms
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022.
The independent directors expressed their independent opinions on the proposal.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(IX) deliberation and approval of the proposal on the review of the company's application for comprehensive credit line from the bank in 2022. The voting results: 9 votes in favor, 0 votes against and 0 abstentions.
In order to meet the capital needs of the company's daily production and operation, the company and its holding subsidiaries intend to apply to the bank for a comprehensive credit line with a total amount of no more than RMB 250 million. The validity period of the credit line is valid within 12 months from the date of deliberation and approval by the board of directors of the company. During the above validity period, the credit line can be recycled and used. Credit categories include but are not limited to long-term and short-term loans, bank acceptance bills, etc. for the company's daily production and operation.
The specific comprehensive credit line, comprehensive credit form, purpose and other terms of each bank shall be subject to the final agreement signed between the company and its wholly-owned subsidiaries and each bank. The credit line can be adjusted between different banks within the scope of the total credit line, and the company and its wholly-owned subsidiaries can use the above comprehensive credit line.
The aforesaid comprehensive credit line is not equal to the actual financing amount of the company, and the actual financing amount shall be within the credit line, subject to the actual financing amount of the bank and the company.
Independent directors have expressed their independent opinions on the proposal.
(x) the proposal on applying for the buyer's credit line from the bank and undertaking the guarantee liability was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The company applies to the bank for buyer's credit and sells equipment by means of mortgage loan to some customers, that is, the customer applies to the bank for equipment mortgage loan, the company provides guarantee for the borrower and the customer provides counter guarantee for the company.
The company controls the total balance of the buyer's credit guarantee, that is, from the date of the resolution of the company's 2021 annual general meeting to the date of the resolution of the 2022 annual general meeting, the total balance of the buyer's credit guarantee provided by the company to customers will not exceed RMB 200 million. During the above-mentioned period, under the buyer's credit line approved by the bank and the total balance of the guarantee provided by the company for the customer's buyer's credit business does not exceed RMB 200 million, the company can provide the customer with the buyer's credit deposit guarantee continuously and circularly.
The independent sponsor has issued corresponding opinions on the independent sponsor.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（11） Deliberated and passed the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
Voting results: 5 in favor, 0 against and 0 abstention. Mr. Chen Qixin, Mr. Chen Yurong, Mr. Zhao Lue and Ms. LV Huilian withdrew from voting on this motion.
In 2021, the company actually purchased hotel services such as conference affairs and accommodation from the related party Xinchang Titan International Hotel Co., Ltd., totaling 1.4312 million yuan. The board of directors of the company agreed to purchase hotel services such as conference affairs and accommodation with the related party Xinchang Titan International Hotel Co., Ltd., the legal representative of which is Mr. Chen Qixin, the actual controller, in 2021. It is estimated that the total daily related party transactions in 2022 will be 7 million yuan.
The independent directors have expressed their independent opinions on the proposal, and the recommendation institution has issued corresponding verification opinions.
（12） The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed that the company will use no more than 100 million yuan of idle raised funds and 150 million yuan of idle self owned funds for cash management. The above limit will be effective within 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the above limit and term.
The independent directors expressed their independent opinions on the matter, and the recommendation institution issued corresponding verification opinions. （13） Deliberated and passed the proposal on the company's report on the use of the previously raised funds
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Report on the use of previously raised funds disclosed on the.
The independent directors expressed their independent opinions on the matter.
According to the authorization of the first extraordinary general meeting of shareholders in 2022, this proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation. （14） The proposal on Revising the plan for public issuance of convertible corporate bonds was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
In accordance with the company law, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, and in combination with the specific conditions of the company, the company is approved to revise the plan for the public issuance of convertible corporate bonds. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The plan for public issuance of convertible corporate bonds (Revised Version) disclosed on the.
The independent directors expressed their independent opinions on the matter.
According to the authorization of the first extraordinary general meeting of shareholders in 2022, this proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation. （15） The proposal on Revising the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
In accordance with the company law, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, and in combination with the specific conditions of the company, the company is agreed to revise the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds (Revised Version) disclosed on the.
The independent directors expressed their independent opinions on the matter.
（16） The proposal on publicly issuing convertible corporate bonds, diluting the immediate return and taking filling measures was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See the company for details
