Securities code: Changying Xinzhi Technology Co.Ltd(002664) securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) No.: 2022014
Changying Xinzhi Technology Co.Ltd(002664)
Announcement on the resolutions of the 17th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of the board of supervisors:
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”) the 17th meeting of the Fourth Board of supervisors (hereinafter referred to as “the meeting”) was held on site in the conference room of the ninth building of the company on March 16, 2022. The meeting notice was sent by hand, fax or email on February 26, 2022. The meeting was presided over by Mr. Tao Kaijiang, chairman of the board of supervisors. There were 3 supervisors and 3 actual supervisors. Some senior managers of the company attended the meeting as nonvoting delegates. The meeting shall be held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors:
After deliberation, the meeting adopted the following resolutions:
1. The proposal on the financial final accounts report of 2021 was deliberated and adopted.
After review, the board of supervisors believes that the content of the company’s 2021 financial statement objectively and truly reflects the company’s financial status and operating results in 2021, and the company’s asset quality is good and its financial status is healthy. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the profit distribution plan for 2021 was deliberated and adopted.
The total share capital registered on the registration date (deducting the number of shares in the special account for share repurchase) is taken as the base, and the cash dividend of 0.6 yuan (including tax) is distributed to all shareholders for every 10 shares. The expected cash dividend is 2423280000 yuan. The actual amount of distribution is subject to the announcement on the implementation of equity distribution issued by the company. The remaining undistributed profits shall be carried forward to the next year, and the capital reserve shall not be converted into share capital or bonus shares this time. ” In line with the company’s current financial and operating conditions and the company’s long-term development needs.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on self-evaluation report on internal control in 2021 was considered and adopted.
After verification, the board of supervisors believes that: the company has established a perfect corporate governance structure, the company’s current internal control system is relatively complete, reasonable, sound and effective without major defects, and all systems have been effectively implemented to ensure the orderly development of the company’s business activities and the full implementation and full realization of the company’s development strategy and business objectives; It can better ensure the authenticity, legitimacy and integrity of the company’s accounting materials, ensure the safety and integrity of all the company’s property, and improve the efficiency of asset use; Be able to complete the information disclosure truthfully, accurately, timely and completely, ensure that all investors are treated openly, fairly and fairly, and truly protect the interests of the company and all investors. The board of supervisors has no objection to the self-evaluation report on internal control of the company in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the occupation of the company’s funds by controlling shareholders and related parties was deliberated and adopted.
After verification, the board of supervisors held that there was no non operational occupation of funds by controlling shareholders and other related parties in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
5. The proposal on the company’s plan to continue to hire an accounting firm was deliberated and adopted.
After verification, the board of supervisors believes that Dahua Certified Public Accountants (special general partnership) scrupulously abided by its responsibilities, followed the independent, objective and fair practice standards, and successfully completed the audit of the company’s financial report and internal control in 2021. The board of supervisors agreed that the company would continue to employ Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on 2021 annual report and summary was deliberated and adopted.
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s proposal on 2021 annual report and summary 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. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8. The proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted.
After verification, the board of supervisors believes that in order to meet the needs of the company’s operation, management and development and broaden financing channels, the company (including its subsidiaries included in the company’s consolidated statements) plans to apply to relevant banks for a comprehensive credit line of no more than 380 million yuan in 2022. The company (including its subsidiaries included in the company’s consolidated statements) plans to apply for a comprehensive credit line from relevant banks, which meets the planning requirements of the company’s operation, management and development in 2022. Therefore, I agree to this matter.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on providing guarantee for subsidiaries by the company was deliberated and adopted.
After review, the board of supervisors believes that in order to meet the production and operation needs of its subsidiaries (wholly-owned subsidiaries Xinzhi motor (Changsha) Co., Ltd., Zhejiang Xinge refrigeration equipment Technology Co., Ltd., Taizhou Xinzhi material supply Co., Ltd. and holding subsidiary Zhejiang Dahang Technology Co., Ltd.), the company provides bank credit guarantee to its subsidiaries, which is conducive to improving the operating efficiency of its subsidiaries and in line with the company’s strategic development objectives. The risk of this guarantee is controllable, and there is no situation damaging the interests of the company and the majority of investors. Therefore, it is agreed that the company will provide a bank credit guarantee with a total amount of no more than RMB 460 million for its subsidiaries in 2022, and the guarantee is valid from the date of deliberation and approval by the general meeting of shareholders to June 30, 2023.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
10. The proposal on the company using its own idle funds to purchase bank short-term financial products was deliberated and adopted.
After review, the board of supervisors held that the company (including its subsidiaries included in the scope of the company’s consolidated statements) used its own idle funds to purchase medium and low-risk non breakeven floating short-term financial products, and fulfilled the necessary approval procedures. In order to improve the fund use efficiency of the company (including subsidiaries included in the scope of the company’s consolidated statements), make rational use of its own idle funds without affecting the normal operation of the company, improve the overall performance level of the company and seek more return on investment for the shareholders of the company. Therefore, we agree that the company (including its subsidiaries included in the scope of the company’s consolidated statements) use its own idle funds of no more than 300 million yuan to purchase medium and low-risk non breakeven floating short-term financial products. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11. The proposal on the expected daily related party transactions of the company in 2022 was deliberated and adopted
After review, the board of supervisors believes that in order to further improve the utilization rate of the company’s factories and offices, it is proposed to lease the factory and offices originally located at No. 115, Jiaobei street, qiansuo street, Jiaojiang District, Taizhou city to the related party Taizhou Hengzhi new materials Co., Ltd. As a result, the transaction price of the daily related party transactions in the nature of leasing follows the principles of openness, fairness and impartiality. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The transaction and decision-making procedures comply with the relevant provisions of the company law, the interests of the company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non affiliated shareholders. We agree to this connected transaction.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
12. The proposal on carrying out forward foreign exchange settlement business in 2022 was deliberated and adopted.
After verification, the board of supervisors believes that: according to the actual needs of the company, since about 13% of the operating revenue is for export, the settlement is mainly in US dollars and euros. In order to adapt to the fluctuations of the foreign exchange market and avoid the continuous impact of the exchange rate on the company’s operating interests, the company plans to avoid the risk of future exchange rate fluctuations through the bank’s long-term foreign exchange settlement products. Based on the principle of prudence, it is estimated that the cumulative amount of forward foreign exchange settlement by the company as required in 2022 will not exceed 40 million US dollars and 30 million euros. In line with the company’s current financial and operating conditions, but also conducive to the company’s long-term development needs. Therefore, I agree to this matter.
Voting results: 3 in favor, 0 against and 0 abstention.
13. The proposal on adjusting the list of incentive objects and the number of granted rights and interests of the 2022 stock option incentive plan was reviewed and approved.
After review, the board of supervisors believes that the company’s adjustment of the incentive objects and the number of granted rights and interests of stock options in the 2022 stock option incentive plan meets the requirements of the administrative measures for equity incentive of listed companies, the 2022 stock option incentive plan (Draft) and relevant laws and regulations, the adjustment procedure is legal and compliant, and there is no situation that damages the interests of the listed company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
14. The proposal on granting stock options to incentive objects was deliberated and adopted.
(1) The incentive objects granted this time comply with the provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the self regulatory guide for listed companies No. 1 – business handling of Shenzhen Stock Exchange. The subject qualification of the incentive objects of stock options in the company’s equity incentive plan is legal and effective.
(2) The incentive object granted this time does not have the situation that it is not allowed to be granted stock options as stipulated in the 2022 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, nor does it have the situation that it is not allowed to be an incentive object; The company does not have the circumstances that the company is not allowed to grant stock options as stipulated in the incentive plan (Draft).
(3) The incentive objects of stock options granted this time are the directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries, the same below), and all are in-service employees who have employment or labor relations with the company. The list of incentive objects granted by the stock option incentive plan is consistent with the incentive objects specified in the stock option incentive plan approved by the first extraordinary general meeting of the company in 2022.
(4) The grant date of the stock option granted this time complies with the relevant provisions on the grant date in the measures for the administration of equity incentive of listed companies. At the same time, this grant also complies with the provisions on the conditions for the incentive object to be granted stock option in the company’s incentive plan (draft).
In conclusion, the board of supervisors believes that the grant conditions specified in the stock option incentive plan have been met and agrees to grant 5.975 million stock options to 124 incentive objects on March 16, 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 17th meeting of the 4th board of supervisors of the company
2. Other documents required by Shenzhen Stock Exchange.
It is hereby resolved.
Changying Xinzhi Technology Co.Ltd(002664) board of supervisors
March 18, 2022
