Securities code: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) securities abbreviation: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) Announcement No.: 2022007 Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Announcement of resolutions of the sixth meeting of the second 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 of the board of directors
Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as “the company”) the sixth meeting of the second board of directors (hereinafter referred to as “the board of directors”) was notified to all directors in writing on March 11, 2022 and held in the company’s conference room by on-site combined communication on March 21, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was convened and presided over by Mr. Wang Weidong, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association, the rules of procedure of the board of directors and other relevant laws, regulations and normative documents, and the procedures were legal.
2、 Deliberations of the board of directors
After careful deliberation and voting by all directors, the following resolutions are formed:
1. The proposal on the company’s 2021 annual general manager’s work report was deliberated and adopted
The general manager of the company reported the 2021 annual general manager’s work report to all directors. All directors believed that the report objectively and truly reflected the overall operation of the company in 2021. The management effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the overall operation of the company was in good condition.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. 2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
In accordance with the provisions of the company law and other laws, regulations and normative documents, the articles of association and the rules of procedure of the board of directors, the chairman of the board of directors of the company was entrusted by the second board of directors to make the work report of the board of directors in 2021. At the same time, independent directors Mr. Cao Xianjun, Mr. Liu Shengyuan and Mr. Zhang Yongde submitted the work report of independent directors in 2021 to the board of directors respectively, And will report on their work at the 2021 annual general meeting of shareholders. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company’s 2021 annual financial statement report was deliberated and adopted
After deliberation by the board of directors, it is considered that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
The board of directors of the company has completed the preparation and deliberation of the 2021 annual report and its summary in strict accordance with the provisions of the securities law and the Listing Rules of gem of Shenzhen Stock Exchange, and according to the actual situation of the company. The directors, supervisors and senior managers of the company signed written confirmation opinions on the report. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
In order to continuously repay shareholders, the company plans to distribute a cash dividend of RMB 3.80 (tax included) for every 10 shares to all shareholders based on the total share capital of the company of 120 million shares on December 31, 2021, with a total cash dividend of RMB 456 million (tax included), and the remaining undistributed profits are carried forward to the next year. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
After deliberation, the directors attending the meeting agreed that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws, regulations and relevant normative documents of securities regulatory authorities. The company’s internal control system can meet the needs of the company’s management and development, ensure the orderly development of the company’s business activities and ensure the full implementation of the company’s development strategy. The company’s self-evaluation report on internal control in 2021 objectively and truly reflects the construction and operation of the company’s internal control system. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. The independent directors of the company expressed their independent opinions on this proposal, and the company’s sponsor China Securities Co.Ltd(601066) issued verification opinions.
7. The proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved
The company uses the raised funds in accordance with the provisions of the company law, the securities law, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the company’s raised funds management system, and performs the relevant information disclosure in a timely, true, accurate and complete manner. There is no illegal use of the raised funds. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. The independent directors of the company expressed their independent opinions on this proposal, and the company’s sponsor China Securities Co.Ltd(601066) issued verification opinions.
8. The proposal on the company’s estimated daily connected transactions in 2022 was reviewed and approved
According to the needs of business development and production and operation, it is expected that the daily related party transactions in 2022 will occur between the company and its subsidiaries, Dongyue fluorosilicone Technology Group Co., Ltd. and its controlled subsidiaries, China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Zibo Branch, from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 6 valid votes and 6 affirmative votes; No negative vote; Wang Weidong, Zhang Zhefeng and Liu Jing, the related directors, abstained from voting.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter, and the company’s sponsor China Securities Co.Ltd(601066) has also issued clear verification opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the company’s plan to renew the appointment of accounting firm in 2022 was deliberated and adopted
Tianjian Certified Public Accountants (special general partnership) is qualified for securities and futures related business and has sufficient independence, professional competence and investor protection ability. In providing audit services for the company in 2021, it has scrupulously performed its duties, followed the independent, objective and fair practice standards, better completed the relevant work entrusted by the company, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective. The board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, and requested the general meeting of shareholders to authorize the company’s management to determine the annual audit remuneration according to the industry standards and the actual work of the company’s audit. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the company’s 2022 directors’ remuneration plan was deliberated and adopted
See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 3 valid votes and 3 affirmative votes; No negative vote; With no abstention, the related directors Zheng Jianqing, Yigang, Zhang xiulei, Cao Xianjun, Liu Shengyuan and Zhang Yongde avoided voting.
The independent directors of the company expressed their independent opinions on this matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberated and passed the proposal on the compensation scheme for senior managers of the company in 2022
See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. The independent directors of the company expressed their independent opinions on this matter.
12. The proposal on fund adjustment and extension of raised investment projects of the company was deliberated and adopted. As of February 28, 2022, the raised funds of the company’s raised investment project “300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project” have been basically used up. The company disclosed according to the implementation progress of the raised investment project and the prospectus for initial public offering and listing on the gem, Combined with the actual situation, after careful research, it is planned to give priority to the “300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project” that has not been invested in the “energy-saving and environmental protection technical transformation project of silicone monomer device”, and postpone the raised investment project. See cninfo.com on the same day for details（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes and 9 affirmative votes; No negative vote; There were no abstentions. The independent directors of the company have expressed their independent opinions on this matter, and the company’s sponsor China Securities Co.Ltd(601066) has also issued clear verification opinions on this matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on signing the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. and the progress of related party transactions was reviewed and approved
According to paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. (hereinafter referred to as “equity capital increase agreement”), and in combination with the current audit requirements, the company signed the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. (hereinafter referred to as “supplementary agreement”), Paragraphs 3 and 4 of “Article 5 repurchase arrangement” and “Article 11 liability for breach of contract” in the equity capital increase agreement are terminated, and the foregoing provisions are invalid from the beginning. The termination of the foregoing provisions is irrevocable. The board of directors authorizes the management of the company to sign relevant agreement documents. For details, please refer to cninfo.com published on the same day（ http://www.cn.info.com.cn./ ）Relevant announcements.
Voting status of the proposal: there are 5 valid votes and 5 affirmative votes for the proposal; No negative vote; There were no abstentions. Related directors Wang Weidong, Zhang Zhefeng, Liu Jing and Zheng Jianqing avoided voting.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter, and the recommendation institution has also issued clear verification opinions on the matter.
14. The proposal on changing the registered address and amending the articles of association was deliberated and passed
In accordance with the relevant provisions of the company law, the securities law, the guidelines for the articles of association of listed companies and other laws and regulations, and in combination with the actual situation of the company, it is proposed to change the registered address of the company and amend some provisions of the articles of association. The board of directors requests the general meeting of shareholders to authorize the management of the company to handle relevant changes. The specific changes shall be subject to the registration of the administrative department. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting status of the proposal: the proposal has 9 valid votes, 9 affirmative votes and 0 negative votes; There were no abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
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