Securities code: Guangzhou Tinci Materials Technology Co.Ltd(002709) securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2022019 Guangzhou Tinci Materials Technology Co.Ltd(002709)
Announcement of the resolution of the 20th meeting of the 5th 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.
On March 18, 2022, Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as “the company”) held the 20th meeting of the Fifth Board of supervisors in the conference room on the fifth floor of the company’s office building, Dongcheng piankangda Road, YUNPU Industrial Zone, Huangpu District, Guangzhou. The notice of the meeting was delivered to all supervisors on March 8, 2022. There are 3 supervisors who should participate in the voting of this meeting and 3 supervisors who actually participate in the voting of this meeting. The meeting is presided over by Mr. Guo shoubin, chairman of the board of supervisors. The convening and convening procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association.
The board of supervisors reviewed and passed relevant proposals and formed the following resolutions:
1、 The proposal on reviewing the work report of the board of supervisors in 2021 was reviewed and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details of the work report of the board of supervisors in 2021, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
2、 The proposal on reviewing the 2021 annual report and summary was deliberated and adopted
After verification, the members of the board of supervisors of the company unanimously believe that the procedures for the preparation and review of the 2021 annual report and summary of the company by the board of directors of the company comply with laws, administrative regulations and relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The full text of the 2021 annual report was posted on the company’s designated information disclosure media cninfo.com on the same day as this resolution（ http://www.cn.info.com.cn. ）On the same day as this resolution, the summary of the 2021 annual report was announced on the designated information disclosure media of the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Announcement.
3、 The proposal on reviewing the company’s 2021 annual audit report was reviewed and passed
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The 2021 annual audit report was published on cninfo.com, the designated information disclosure media of the company on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
4、 The proposal on the review of the company’s 2021 annual financial statement report was deliberated and adopted
According to the audit of Zhitong Certified Public Accountants (special general partnership), as of December 31, 2021, the total assets of the company were 1389918042437 yuan, the net assets attributable to the shareholders of the listed company were 715659295936 yuan, the operating income was 1109080169282 yuan, and the net profit attributable to the shareholders of the listed company was 220833717626 yuan.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The proposal on reviewing the company’s 2021 profit distribution plan and the plan for converting capital reserve into share capital was reviewed and approved
According to the 2021 audit report issued by Zhitong Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 is 105318384525 yuan. According to the provisions of the company law and the articles of association, 10531838453 yuan of legal accumulation fund was withdrawn, plus 75877956197 yuan of undistributed profit at the beginning of the year. After deducting 48931080951 yuan of profit distribution plan in 2020, the undistributed profit at the end of 2021 was 121733421318 yuan.
According to the actual situation of the company and the dividend distribution policy, it is proposed to distribute a cash dividend of 5 yuan (including tax) to all shareholders for every 10 shares based on the total number of distributable shares on the equity registration date when the profit distribution plan of 2021 is implemented, and increase 10 shares for every 10 shares to all shareholders in the form of capital reserve converted into share capital without bonus shares.
If the total number of distributable shares changes from the disclosure of this plan to the date of equity registration of equity distribution due to share repurchase, equity incentive exercise, implementation of employee stock ownership plan, refinancing and listing of new shares, the total number of distributable shares on the date of equity registration when the distribution plan is implemented in the future will be taken as the base, and the total distribution will be adjusted accordingly according to the principle of unchanged distribution proportion per share, The capital reserve shall be adjusted accordingly according to the principle that the proportion of conversion to increase per share remains unchanged.
After careful verification, the members of the board of supervisors of the company agreed that the profit distribution plan of the company in 2021 complies with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the plan for shareholders’ dividends and returns in the next three years (20202022) adopted by the company’s second extraordinary general meeting in 2019, and the decision-making procedure complies with the company law Relevant provisions such as the securities law and the articles of association reflect the return of the company to shareholders, meet the actual situation of the company and the needs of the company’s development strategy, and are conducive to the long-term development of the company. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the announcement on the 2021 profit distribution and capital reserve conversion plan, which was published on the same day as this resolution on the designated information disclosure media of the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement.
6、 The proposal on the review of the company’s internal control evaluation report in 2021 was reviewed and adopted
After careful review, the members of the board of supervisors of the company agreed that the company has formulated a relatively sound internal control system in accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and all internal control systems can be effectively implemented to ensure the standardized operation of the company.
The 2021 internal control evaluation report of the company can truly, objectively and completely reflect the construction and operation of the company’s internal control system.
Voting results: 3 in favor, 0 against and 0 abstention.
On the same day as this resolution, the 2021 internal control evaluation report was published on cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）Announcement.
7、 The proposal on reviewing the special report on the deposit and actual use of raised funds in 2021 was considered and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The special report on the deposit and actual use of raised funds in 2021 was published on cninfo.com, the information disclosure media designated by the company on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
8、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
Grant Thornton Certified Public Accountants (special general partnership) is qualified for securities business and has professional quality and rich experience in securities business. In 2021, in the process of serving as the company’s audit institution, it can be serious and responsible, adhere to the principle of independent audit, issue audit opinions objectively and independently, and the audit report issued can comprehensively, objectively and fairly reflect the company’s financial status and operating results. Therefore, we agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the auditor of the company and its subsidiaries included in the consolidated statements of the company in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the announcement on renewing the appointment of the company’s audit institution in 2022. On the same day as this resolution, it was published on the information disclosure media designated by the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement.
9、 The proposal on the first granting of part of the exercisable rights in the third exercise / restricted sale period / lifting of restricted sale of the company’s stock option and restricted stock incentive plan in 2019 was reviewed and approved
After checking the list of incentive objects, the board of supervisors believes that the qualification of the company’s incentive objects to exercise / lift the restriction on sale is legal and valid, meets the conditions for exercising / lifting the restriction on sale in the third exercise / restriction period of the first grant set in the company’s stock option and restricted stock incentive plan in 2019, and agrees with the lifting of the restriction on sale of restricted shares and the exercise arrangement of stock options of the company.
For details, please refer to the announcement on the first granting of part of the third exercise / restricted sale period exercisable rights / lifting of restricted sale of the company’s stock option and restricted stock incentive plan in 2019. On the same day as this resolution, it was published in the information disclosure media designated by the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement.
10、 The proposal on the second exercise of the reserved grant part of the company’s 2019 stock option and restricted stock incentive plan / the feasible right in the restricted sale period / the lifting of the restricted sale was reviewed and approved
After checking the list of incentive objects, the board of supervisors believes that the qualification of the company’s incentive objects to exercise / lift the restriction on sale is legal and valid, meets the conditions for exercising / lifting the restriction on sale in the second exercise / restriction period set in the company’s 2019 stock option and restricted stock incentive plan, and agrees to the lifting of the restriction on sale of restricted shares and the exercise of stock options of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the second exercise of the reserved grant part of the company’s stock option and restricted stock incentive plan in 2019 / the exercisable right in the restricted sale period / the lifting of the restricted sale matters. On the same day as this resolution, it was published in the information disclosure media designated by the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement.
11、 The proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in the company’s 2019 stock option and restricted stock incentive plan was reviewed and approved
After verification, the board of supervisors believes that the cancellation of some stock options and repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan of the company meet the requirements of the company’s 2019 stock option and restricted stock incentive plan (Revised Draft), the measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan and relevant laws and regulations, There is no situation that damages the interests of shareholders. The deliberation procedures of the board of directors on the cancellation of some stock options and the repurchase and cancellation of some restricted shares comply with relevant regulations and are legal and effective.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the announcement on cancellation of some stock options and repurchase cancellation of some restricted shares under the company’s 2019 stock option and restricted stock incentive plan. On the same day as this resolution, it was published on the designated information disclosure media of the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement.
12、 The proposal on using part of its own funds to purchase financial products was deliberated and adopted
After verification, the board of supervisors believes that: the company and its subsidiaries use idle self owned funds of no more than 800 million yuan (including 800 million yuan) to moderately purchase financial products with high safety and good liquidity, which is conducive to improving the use efficiency and income of the company’s funds, there is no damage to the interests of the company and minority shareholders, and meets the requirements of relevant laws and regulations. It is agreed that the company and its subsidiaries included in the scope of the company’s consolidated statements use idle self owned funds to purchase financial products with a total of no more than 800 million yuan (including 800 million yuan).
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on using part of its own funds to purchase financial products. On the same day as this resolution, it was published on the information disclosure media designated by the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement.
13、 The proposal on adjustment and extension of construction contents of some raised investment projects was deliberated and adopted
After verification, the board of supervisors believes that the adjustment and extension of the construction contents of some raised investment projects of the company are made according to the objective needs of the implementation of the raised capital investment projects, in line with the company’s development strategy and actual situation, in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies, and there is no damage to the interests of the company and shareholders, Agree to the adjustment and extension of the construction content of some raised investment projects of the company.
