Securities code: Cngr Advanced Material Co.Ltd(300919) securities abbreviation: Cngr Advanced Material Co.Ltd(300919) Announcement No.: 2022011 Cngr Advanced Material Co.Ltd(300919)
Announcement of resolutions of the 27th meeting of the first board of directors
The company and all members of the board of directors 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
The 27th meeting of the first board of directors of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”) was held at 10 a.m. 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, 2021. There were seven directors at the meeting, including Mr. Ge Xinyu and Mr. Tao Wu. The meeting was presided over by Mr. Deng Weiming, chairman of the board of directors. The meeting was held in accordance with the provisions of the company law and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the meeting
1. The proposal on the 2021 president’s work report of the company was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of directors agreed with the president’s work report of the company in 2021 and believed that this report objectively and truly reflected the work and achievements of the company’s management in implementing the resolutions of the board of directors, management and operation, and implementing the company’s system in 2021.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of directors agreed to the 2021 annual work report of the board of directors of the company. For details, see Section III “management discussion and analysis” of the 2021 annual report of the company.
Mr. Cao Yue, Mr. Li Wei and Mr. Liu Fangyang, the independent directors of the company, respectively submitted the 2021 annual report of Cngr Advanced Material Co.Ltd(300919) independent directors 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 (www.cn. Info. Com. CN.) on the same day The 2021 annual report on the work of independent directors and other announcements issued.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. The proposal on the company’s 2021 annual audit report was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
The board of directors agreed to the 2021 annual audit report of the company issued by Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”). For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Issued the 2021 annual audit report of the company.
4. 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 directors agreed with the 2021 annual report and its summary prepared by the company and believed that the full text of the 2021 annual report and the summary of the 2021 annual report prepared by the company truly, accurately and completely reflected the company’s operation in 2021.
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.
5. 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 directors agreed with the special report on the deposit and use of raised funds of the company in 2021, and believed that the company strictly followed the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2012] No. 44), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations and relevant provisions of the management measures for the use of raised funds of the company timely, truly, accurately and completely disclose the storage and use of raised funds, and there are no violations in the storage, use, management and disclosure of raised funds.
The independent directors of the company express independent opinions on the matter and agree to the proposal; The audit institution Tianzhi international issues the assurance report; The sponsor Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united”) issued verification opinions.
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.
6. 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 directors agreed with the company’s self-evaluation report on internal control in 2021 and believed that the company had maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. The self-evaluation report on internal control in 2021 truly and objectively reflected the construction and operation of the company’s internal control system.
The independent directors of the company express independent opinions on the matter and agree to the proposal; The audit institution Tianzhi international issued the assurance report, and the recommendation institution Huatai jointly issued the verification opinion.
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.
7. The proposal on the occupation of funds by the company’s controlling shareholders and other related parties in 2021 was deliberated and adopted by 4 votes in favor, 0 against and 0 abstention
Mr. Deng Weiming, a related director of the company, Ms. Wu Xiaoge, a director, and Mr. Tao Wu, a director, avoided voting on the proposal.
After verification, the board of Directors 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.
The independent directors of the company express independent opinions on the matter and agree to the proposal; The audit institution Tianzhi international issued the assurance report, and the recommendation institution Huatai jointly issued the verification opinion.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements issued.
8. 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. The 2021 financial statements prepared by the company have been audited and confirmed by Tianzhi international, and the audit report with “standard unqualified opinion” has been issued.
The board of Directors believes that 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.
9. 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 directors agreed to the company’s profit distribution plan for 2021. According to Tianzhi international audit company, 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.
If the total share capital of the company changes due to the issuance of new equity incentives and the conversion of convertible bonds into shares from the announcement of the distribution plan to the implementation, the company will disclose the distribution proportion calculated according to the latest total share capital in the profit distribution implementation announcement in accordance with the principle of “the total cash dividends, the total bonus shares and the total converted share capital are fixed”.
The board of Directors 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, in line with the company’s business situation this year, conducive to the company’s long-term development and protect the long-term interests of investors, and there is no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders.
The independent directors of the company expressed independent opinions on the matter and agreed to the proposal.
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.
10. 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
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 board of directors agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. The independent directors of the company issued pre approval opinions and independent opinions on the matter, and agreed to the proposal.
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.
11. The proposal on the remuneration plan of the company’s directors and senior managers in 2022 was deliberated and adopted by 4 votes in favor, 0 against and 0 abstention
Mr. Deng Weiming, a related director of the company, Ms. Wu Xiaoge, a director, and Mr. Tao Wu, a director, avoided voting on the proposal.
The remuneration plan of the company’s directors and senior managers in 2022 fully takes into account the actual operation of the company, the salary level and job contribution of the industry and region, which can fully mobilize the work enthusiasm of the company’s supervisors and promote the long-term sustainable development of the company, in line with the company law, the articles of association and other relevant provisions, There is no situation that damages the interests of minority shareholders. The board of directors approved the company’s remuneration plan for directors and senior managers in 2022.
The independent directors of the company expressed independent opinions on the matter and agreed to the proposal. 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.
12. The proposal on the company’s hedging plan in 2022 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention
Based on the development of the company’s overseas business, the proportion of foreign currency settlement continues to rise, and in order to reasonably avoid the price fluctuation risk of cobalt and nickel metals required for production and operation, the hedging plan for 2022 is formulated. The board of directors reviewed and approved the above hedging plan and agreed that the company and its subsidiaries should carry out foreign exchange hedging and commodity hedging business, in which the cumulative amount of foreign exchange hedging business should not exceed RMB 5 billion and the cumulative amount of commodity hedging deposit should not exceed RMB 600 million. The funds of the above two types of hedging are self owned funds, Within 12 months from the date when the chairman of the board of directors and the authorized person of the shareholders of the Company review and approve the hedging plan and the relevant business authorization documents, and implement the hedging plan according to the effective period of the company.
The independent directors of the company express independent opinions on the matter and agree to the proposal; The recommendation institution Huatai jointly issued verification opinions. 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.
13. 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
