Securities code: Guangzhou Tinci Materials Technology Co.Ltd(002709) securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2022018 Guangzhou Tinci Materials Technology Co.Ltd(002709)
Announcement of the resolution of the 27th meeting of the 5th 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.
On March 18, 2022, the 27th meeting of the 5th board of directors of Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as "the company") was held on site 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 directors on March 8, 2022. The meeting was presided over by Mr. Xu Jinfu, the chairman of the board of directors and the senior management of the company, and 9 persons attended the meeting as nonvoting delegates. 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 directors deliberated and passed relevant proposals and formed the following resolutions:
1、 The proposal on reviewing the work report of the general manager in 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on reviewing the work report of the board of directors in 2021 was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the 5th board of directors of the company submitted the 2021 annual work report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
The 2021 annual work report of independent directors was published on the company's designated information disclosure media cninfo.com on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
See "section III Management Discussion and analysis" of the company's "full text of 2021 annual report" for the work report of the board of directors in 2021. The full text of 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. ）Announcement.
3、 The proposal on reviewing the 2021 annual report and summary was deliberated and adopted
The directors, supervisors and senior managers of the company signed written confirmation opinions on the 2021 annual report, and the board of supervisors of the company put forward written review opinions without objection.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company 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.
4、 The proposal on reviewing the company's 2021 annual audit report was reviewed and passed
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company 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.
5、 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: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 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
In accordance with the self regulatory guidelines for 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' dividend return in the next three years (20202022) adopted by the second extraordinary general meeting of shareholders in 2019, the board of directors puts forward the following dividend plan:
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.
The independent directors of the company expressed independent opinions on the profit distribution plan of 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This 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 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.
The independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors of the company 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.
7、 The proposal on the review of the company's internal control evaluation report in 2021 was reviewed and adopted
The independent directors of the company expressed independent opinions on the proposal, Zhitong Certified Public Accountants (special general partnership) issued an internal control assurance report, and the recommendation institution issued verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
Internal control evaluation report in 2021, independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors, Guangzhou Tinci Materials Technology Co.Ltd(002709) internal control assurance report (ztzz (2022) No. 110a Yes Optoelectronics (Group) Co.Ltd(002952) ) The verification opinions of Anxin Securities Co., Ltd. on the internal control evaluation report of Guangzhou Tinci Materials Technology Co.Ltd(002709) 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 reviewing the special report on the deposit and actual use of raised funds in 2021 was considered and adopted
The independent directors of the company expressed independent opinions on the proposal, and Zhitong Certified Public Accountants (special general partnership) issued an assurance report and the sponsor issued verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
Special report on the deposit and actual use of raised funds in 2021, assurance report on the deposit and actual use of raised funds in Guangzhou Tinci Materials Technology Co.Ltd(002709) 2021 (Zhi Tong Zhi Zi (2022) No. 110a Guangdong Rifeng Electric Cable Co.Ltd(002953) ) The verification opinions of Anxin Securities Co., Ltd. on the deposit and actual use of raised funds in Guangzhou Tinci Materials Technology Co.Ltd(002709) 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. 9、 The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted
It is agreed that the company will continue to employ Grant Thornton Certified Public Accountants (special general partnership) as the auditor of the company and its subsidiaries included in the consolidated statements in 2022 for a period of one year, and authorize the company's management to sign relevant agreements with Grant Thornton Certified Public Accountants (special general partnership) and determine their remuneration according to industry standards and the actual situation of the company's audit work.
The independent directors of the company expressed their prior approval opinions and independent opinions on the renewal of the company's audit institution in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
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.
The prior approval opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors, the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors, and the verification opinions of the audit committee of the Fifth Board of directors on the renewal of the company's audit institution in 2022 were posted on the company's designated information disclosure media cninfo.com on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
10、 The proposal on applying for financing quota from relevant financial institutions in 2022 was deliberated and adopted
In order to ensure the smooth development of the company's business and project construction, it is agreed that the company and its subsidiaries included in the scope of the company's consolidated statements apply to relevant financial institutions for a comprehensive credit line with a total amount of no more than RMB 7.6 billion in 2022 according to the actual operation and financing needs.
The validity period of the above authorization is from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders to the day before the 2022 annual general meeting of shareholders. The amount of authorization can be recycled within the scope and validity period of authorization. Authorize the legal representatives of the company and its subsidiaries to sign comprehensive credit related contracts and other relevant legal documents.
Voting results: 9 in favor, 0 against and 0 abstention.
This 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 applying for financing quota from relevant financial institutions 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.
11、 The proposal on providing guarantee amount to subsidiaries in 2022 was deliberated and adopted
According to the production, operation and capital demand of the subsidiaries, in 2022, the company plans to provide guarantee for the subsidiaries included in the consolidated statements to apply for financing credit from financial institutions and credit account period from suppliers, The total amount of guarantees provided in such forms shall not exceed 5.5 billion yuan (including 5.225 billion yuan for subsidiaries with asset liability ratio of less than or equal to 70% and 275 million yuan for subsidiaries with asset liability ratio of more than 70%), and the Finance Department of the company is authorized to appropriately adjust the guarantee subsidiaries and guarantee amount within the total guarantee amount and guarantee authorization period.
The validity period of the above guarantee limit is from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders to the day before the 2022 annual general meeting of shareholders. Authorize the legal representatives of the company and its subsidiaries to sign the guarantee contract and other relevant legal documents accordingly.
The independent directors of the company expressed independent opinions on the proposal.
Voting results: 9 in favor, 0 against and 0 abstention
This 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 providing guarantee amount to subsidiaries 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.
The independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors of the company 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.
12、 The proposal on carrying out foreign exchange hedging business in 2022 was deliberated and adopted
It is agreed that the company and its subsidiaries included in the company's consolidated statements carry out foreign exchange hedging business in 2022. The transaction balance at any time point shall not exceed the equivalent of US $30 million (including US $30 million), and the validity period is one year (calculated from the date of deliberation and approval by the board of directors). The amount can be recycled within the validity period. Confer
