Securities code: Zhejiang Satellite Petrochemical Co.Ltd(002648) securities abbreviation: Satellite chemistry Announcement No.: 2022016 satellite Chemistry Co., Ltd
Announcement of the resolution of the 13th meeting of the 4th 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 held
The notice of the 13th meeting of the Fourth Board of directors of satellite Chemical Co., Ltd. (hereinafter referred to as “the company”) was sent to all directors of the company by mail or in writing on March 8, 2022. The meeting was held in the company’s conference room on March 18, 2022 by combining on-site voting and communication voting. 7 directors should attend the meeting and 7 directors actually attended the meeting.
The meeting was presided over by Mr. Tang Yulong and Ms. Yang leiqin, the chairman of the board of directors and the senior supervisor of the company, and attended by Mr. Yang Leidong. The meeting of the board of directors was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and other laws, administrative regulations, departmental rules, normative documents and the articles of association of satellite Chemical Co., Ltd. (hereinafter referred to as the articles of association).
2、 Deliberations of the meeting
After careful deliberation, full discussion and voting by open ballot, the following proposals were considered and adopted at the meeting:
1. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
The board of directors of the company strictly abides by the provisions of the company law, the securities law and other laws and regulations, performs various duties entrusted by the articles of association, complies with various objectives determined by the general meeting of shareholders, earnestly implements various resolutions deliberated and adopted by the general meeting of shareholders, and carries out various work closely around the annual business objectives and business policies. All directors of the company fulfilled their duties and duties diligently, achieved various business objectives, effectively guaranteed the sustainable and healthy development of the company and safeguarded the interests of shareholders.
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Annual report of 2021 (Announcement No.: 2022018).
Mr. Gao Changyou, Ms. pan Yushuang and Ms. Fei Jinhong, the independent directors of the company, 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. Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the president’s work report in 2021 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
3. The proposal on the financial final accounts report of 2021 was deliberated and adopted
Voting results: 7 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. The proposal on 2021 annual report and summary was deliberated and adopted
The procedures of the 2021 annual report and summary prepared by the board of directors of the company comply with laws, administrative regulations and relevant provisions of China Securities Regulatory Commission. The contents of the report are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Annual report of 2021 (Announcement No.: 2022018) and summary of annual report of 2021 (Announcement No.: 2022019). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 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. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and adopted. The specific contents are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No.: 2022020). The independent directors of the company expressed independent opinions on this matter. Voting results: 7 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. The proposal on self-evaluation report on internal control in 2021 was considered and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Self evaluation report on internal control in 2021. The independent directors of the company expressed independent opinions on this matter. The recommendation institution issued verification opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
7. The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. The specific contents are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022021). The recommendation institution issued verification opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
8. The proposal on carrying out hedging transactions of commodity derivatives in 2022 was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on carrying out hedging transactions of commodity derivatives in 2022 (Announcement No.: 2022022). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on carrying out foreign exchange hedging business in 2022 was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on carrying out foreign exchange hedging business in 2022 (Announcement No.: 2022023). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
10. The proposal on the prediction of the company’s external guarantee amount in 2022 was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the forecast of external guarantee amount in 2022 (Announcement No.: 2022024).
The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
11. The proposal on the prediction of external guarantee amount of subsidiaries in 2022 was deliberated and adopted
（www.cn.info.com.cn.） Announcement on the forecast of external guarantee amount in 2022 (Announcement No.: 2022024). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
12. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022025). The independent directors of the company expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention. Related directors Mr. Yang Weidong, Mr. Ma Guolin and Ms. Yang Yuying abstained from voting.
13. The proposal on using some idle self owned funds for cash management was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on using some idle self owned funds for cash management (Announcement No.: 2022026). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
14. The proposal on renewing the appointment of accounting firms was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on renewing the appointment of accounting firms (Announcement No.: 2022027). The independent directors of the company expressed their prior approval opinions and independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
15. The proposal on the achievement of unlocking conditions in the first unlocking period of the company’s restricted stock incentive plan in 2021 was reviewed and approved
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the achievement of unlocking conditions of the company’s restricted stock incentive plan in 2021 and the repurchase and cancellation of some restricted shares (Announcement No.: 2022028). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
16. The proposal on repurchasing and canceling restricted shares granted to some incentive objects but not yet lifted was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the achievement of unlocking conditions of the company’s restricted stock incentive plan in 2021 and the repurchase and cancellation of some restricted shares (Announcement No.: 2022028). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
17. The proposal on the company’s shareholder return plan for the next three years (20222024) was reviewed and approved
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Shareholder return plan for the next three years (20222024). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
18. The proposal on withdrawing the special fund for the shareholding plan of business partners was deliberated and adopted
Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on withdrawing the special fund for the shareholding plan of business partners (Announcement No.: 2022029). The independent directors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
19. The proposal on Amending the articles of association and its annexes, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors was deliberated and adopted
Details are disclosed on cninfo.com.cn on the same day The articles of Association (March 2022), the comparison table of amendments to the articles of association, the rules of procedure of the general meeting of shareholders (March 2022), and the rules of procedure of the board of directors (March 2022).
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
20. The proposal on corporate social responsibility report in 2021 was deliberated and adopted
Details are disclosed on cninfo.com.cn on the same day 2021 corporate social responsibility report.
Voting results: 7 in favor, 0 against and 0 abstention.
21. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The company will hold the 2021 annual general meeting of shareholders in the company’s conference room at 10:00 on Monday, April 11, 2022. Details are disclosed in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022031).
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 13th meeting of the 4th board of directors of the company.
2. Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
It is hereby announced.
Board of directors of satellite Chemical Co., Ltd. March 22, 2002
