Securities code: Cngr Advanced Material Co.Ltd(300919) securities abbreviation: Cngr Advanced Material Co.Ltd(300919) Announcement No.: 2022022 Cngr Advanced Material Co.Ltd(300919)
Announcement of resolutions of the 15th meeting of the first board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings held
Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”) the seventh meeting of the first board of supervisors was held on March 14, 2022 in the conference room on the 11th floor, block B, Yunda Central Plaza, Changsha, Hunan Province. The notice of the meeting was sent by e-mail on March 4, 2022. There were seven supervisors, including Mr. Wang Zhenghao, Mr. Li Dexiang and Mr. Cai Rongxi. The meeting was presided over by Mr. He Qizhong, chairman of the board of supervisors. The meeting was held in accordance with the provisions of the company law and the articles of association, and the meeting was legal and valid.
2、 Deliberations of the meeting
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors approved the work report of the board of supervisors in 2021. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Work report of the board of supervisors in 2021 issued by the company.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
The annual audit report of the partnership was reviewed and approved by the board of auditors of the international partnership with 2021 votes (abstention vote) and 2020 votes (abstention vote). For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Issued the 2021 annual audit report of the company.
3. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors agreed to the 2021 annual report and its summary prepared by the board of directors of the company.
After examination, the board of supervisors of the company believes that the procedures for the preparation and deliberation of the 2021 annual report of the company by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day The annual report of 2021, the summary of the annual report of 2021 and other announcements issued. The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. The proposal on the special report on the deposit and use of the company’s raised funds in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors agreed to the special report on the deposit and use of the company’s raised funds in 2021.
After verification, the board of supervisors believes that the company manages the deposit and use of the raised funds in strict accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the measures for the administration of raised funds of the company, and there is no illegal use of the raised funds and no damage to the interests of the shareholders of the company.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Special report of Cngr Advanced Material Co.Ltd(300919) board of directors on the deposit and use of raised funds in 2021, etc.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors approved the company’s self-evaluation report on internal control in 2021.
After verification, the board of supervisors believes that the self-evaluation report on internal control in 2021 prepared by the company 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.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day The self-evaluation report on internal control in 2021 and other announcements.
6. The proposal on the occupation of funds by the company’s controlling shareholders and other related parties in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
After verification, the board of supervisors believes that:
1. During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties.
2. During the reporting period, the company conscientiously implemented the relevant provisions, and there was no violation of external guarantee from previous years to December 31, 2021; The guarantee system and other relevant legal procedures of the company have been performed during the reporting period.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements issued.
7. The proposal on the company’s 2021 annual financial statement was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
During the reporting period, the company achieved a total operating income of 2007249132292 yuan, an increase of 169.81% over the same period of last year; The net profit attributable to shareholders of the listed company increased by 8912348% over the same period last year. The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 76366405160 yuan, an increase of 120.12% over the same period of the previous year. After verification, the board of supervisors considered that the 2021 financial statements prepared by the company had been audited and confirmed by Tianzhi International Certified Public Accountants (special general partnership), and issued the audit report with “standard unqualified opinion”.
The financial statement of 2021 prepared by the company according to the operation in 2021 truly, accurately and completely reflects the operation in 2021.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors agreed with the profit distribution plan proposed by the board of directors of the company for 2021: audited by Tianzhi international accounting firm, the net profit attributable to the parent company in 2021 was 93895208415 yuan, the statutory surplus reserve was 6013050428 yuan, plus the undistributed profit at the beginning of the year was 130275676540 yuan, and the profit available for distribution at the end of the reporting period was 130275676540 yuan.
The company plans to take the total share capital of 605673053 shares as the base as of December 31, 2021, and pay out 1.68 yuan (including tax) for every 10 shares, without conversion or share bonus.
After verification, the board of supervisors believes that the company’s profit distribution plan for 2021 is made in combination with the company’s current business environment, future development strategy and capital needs, is in line with the company’s business situation this year, is conducive to the company’s long-term development and protect the long-term interests of investors, and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the company’s profit distribution plan for 2021 issued by the company.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on renewing the appointment of audit institutions in 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. After verification, the board of supervisors believes that Tianzhi International Certified Public Accountants (special general partnership) has the ability and professional qualification to provide annual audit for listed companies, and can meet the company’s requirements for audit institutions in terms of independence, professional competence and investor protection. Tianzhi International Certified Public Accountants (special general partnership) issued independent audit opinions diligently, dutifully, fairly and reasonably during its tenure as the company’s audit institution in 2021. The decision-making procedure for the renewal of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 is legal and effective.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on renewing the appointment of accounting firms and other announcements.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. The proposal on the remuneration plan of the company’s supervisors in 2022 was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention
He Qizhong, Huang Xing, Wang Yiqiao and Zeng gaojun, the company’s affiliated supervisors, avoided voting.
The board of supervisors agreed to the company’s remuneration plan for supervisors in 2022.
After verification, the board of supervisors believes that the plan fully takes into account the actual operation of the company, the salary level and job contribution of the industry and region, can fully mobilize the work enthusiasm of the company’s supervisors, promote the long-term sustainable development of the company, comply with the company law, the articles of Association and other relevant provisions, and does not damage the interests of minority shareholders.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the remuneration scheme of the first directors, supervisors and senior managers of the company and other announcements issued by the company.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The proposal on the company’s hedging plan in 2022 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors agreed to the hedging plan of the company in 2022.
After verification, the board of supervisors believes that the commodity and foreign exchange hedging business carried out by the company and its subsidiaries is conducive to making full use of the function of the futures market and reasonably avoiding the adverse impact of the price fluctuation of raw materials and exchange rate fluctuation on the operation of the company. This item does not harm the interests of the company and shareholders, and complies with the provisions of the CSRC, Shenzhen Stock Exchange and other relevant documents.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on carrying out hedging business in 2022, etc.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
12. The proposal on the company’s provision for asset impairment in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The provision for impairment of assets reviewed by the board of directors complies with the relevant laws and regulations of the company. It conforms to the actual situation of the company and can more fairly reflect the company’s asset status after the withdrawal. The board of supervisors agreed to withdraw the asset impairment provision this time.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the provision for impairment of assets and other announcements issued.
13. The proposal on using some idle raised funds for cash management was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors of the company agrees that on the premise of ensuring that the investment projects of the raised funds and the normal operation of the company are not affected and the risks are effectively controlled, the company will use the idle raised funds with an amount of no more than 150 million yuan (including the principal) for cash management to invest in investment products with high safety, good liquidity and meeting the capital preservation requirements, including but not limited to structural deposits For principal guaranteed products such as time deposits or certificates of deposit, the maximum term of a single investment shall not exceed 12 months. The authorization shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above limit and authorization period, the funds can be recycled and used on a rolling basis. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the use of some idle raised funds for cash management, etc. 14. The proposal on the company’s 2022 daily connected transaction plan was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of supervisors of the company agrees with the expected events of the company’s daily connected transactions this year.
The board of supervisors of the company believes that during the voting process of the board of directors of the company, the related directors have avoided voting according to law, and the voting process meets the requirements of relevant laws and regulations. The estimated events of this related party transaction are based on the principle of fairness, and the price is fair and reasonable, which will not have a significant adverse impact on the company’s financial status, operating results and independence, and there is no damage to the legitimate rights and interests of the company and all shareholders.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the company’s expected daily connected transactions in 2022 and other announcements. The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Documents for future reference
Resolution of the 15th meeting of the first board of supervisors of the company.
It is hereby announced.
Cngr Advanced Material Co.Ltd(300919)
Board of supervisors
March, 2002
