Securities code: Shanghai Putailai New Energy Technology Co.Ltd(603659) securities abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659) Announcement No.: 2022016 Shanghai Putailai New Energy Technology Co.Ltd(603659)
Announcement on the resolution of the fourth meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or
And shall be individually and jointly liable for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
The notice of the fourth meeting of the third board of directors of Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as "the company", "the company" and " Shanghai Putailai New Energy Technology Co.Ltd(603659) ") was sent by e-mail and telephone on March 18, 2022. The meeting was held in the company's conference room on the afternoon of March 28, 2022 by means of on-site voting combined with communication. There were 5 directors who should participate in the voting and 5 directors who actually participated in the voting. The meeting was convened and presided over by Mr. Liang Feng, chairman of the company. The convening and convening procedures of this meeting comply with the relevant provisions of the company law, the securities law and the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After discussion and deliberation by the attending directors, the following resolutions were unanimously adopted by open ballot:
（1） The general manager's work report for 2021 was reviewed and adopted
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
（2） The work report of the board of directors in 2021 was reviewed and adopted
The board of directors of the company deliberated and approved the work report of the board of directors in 2021. The independent directors of the company submitted the work report of independent directors in 2021 to the board of directors, and will make an annual report at the 2021 general meeting of shareholders of the company.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（3） Reviewed and adopted the financial final accounts report of 2021
In 2021, the company realized an operating income of 899589411131 yuan, a total profit of 202927038943 yuan and a net profit attributable to shareholders of the listed company of 174872781913 yuan. As of December 31, 2021, the total assets of the company were 214502626184 yuan, and the owner's equity attributable to the shareholders of the listed company was 1048670272706 yuan. The 2021 financial statements prepared by the company have been audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（4） The annual report for 2021 and the summary of the annual report for 2021 were reviewed and adopted
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（5） The proposal on the provision for asset impairment was deliberated and adopted
After deliberation, the board of directors agreed that the asset impairment provision of 1701377 million yuan will be included in the current profit and loss, and the provision for asset impairment will not have a significant impact on the normal operation of the company.
The independent directors expressed their independent opinions on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（6） The plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
According to Ernst & Young Huaming (2022) SZ No. 61453494b01 audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), in 2021, the undistributed profit of the company at the beginning of the year was 226461193400 yuan, plus 174872781913 yuan of net profit attributable to the owner of the parent company in 2021, 5580506830 yuan of legal surplus reserve was withdrawn, and 20337162924 yuan of cash dividend in 2020 was deducted, The accumulated profit available for distribution to shareholders as of the end of the reporting period was 1630559 yuan. According to the resolution of the board of directors, the company's plan for profit distribution and conversion of capital reserve into share capital in 2021 is as follows:
1. The company plans to distribute a cash dividend of 5.04 yuan (including tax) to all shareholders for every 10 shares. Based on the total share capital of 694383539 shares as of December 31, 2021, the total cash dividend to be distributed this time is 34996930366 yuan (including tax). The company's cash dividend accounts for 20.01% of the net profit attributable to the common shareholders of the listed company in this year. After this profit distribution, the remaining undistributed profits are accumulated and distributed in the future years.
2. The company plans to increase 10 shares with capital reserve for every 10 shares to all shareholders. Based on the total share capital of 694383539 shares as of December 31, 2021, the total share capital of the company will increase to 1388767078 shares after this increase (the total share capital of the company shall be subject to the final registration result of China Securities Depository and Clearing Co., Ltd. Shanghai Branch. If there is a tail difference, it is caused by rounding).
If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration due to share repurchase, implementation of equity incentive, share repurchase and cancellation of equity incentive grant, and share repurchase and cancellation of major asset restructuring, the company plans to maintain the distribution and increase ratio per share unchanged and adjust the total profit distribution and increase accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately.
The independent directors expressed their independent opinions on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（7） The report on the deposit and use of special funds in 2021 was reviewed and adopted
After deliberation, the board of directors held that the company's 2021 raised funds were deposited and used in strict accordance with the requirements of relevant laws and regulations, and there was no illegal use of the raised funds, no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
The independent directors expressed their independent opinions on the matter. The company's recommendation institution shall issue a clearly agreed verification opinion on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（8） The proposal on the explanation of the company's connected transactions in 2021 was deliberated and adopted
After deliberation, the board of Directors believes that the related party transactions of the company in 2021 have fulfilled the relevant approval procedures in accordance with the requirements of relevant laws and regulations and the articles of association.
The independent directors have expressed clear opinions and agreed to the independent matters in advance.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（9） The proposal on the achievement of performance commitments of Li Qingmin and Liu Guangtao in 2021 was deliberated and adopted
After deliberation, the board of directors considered that according to the assurance report on the implementation of performance commitments in 2021 issued by Ernst & Young Huaming (2022) ZZ No. 61453494b03 by Ernst & Young Huaming Certified Public Accountants (special general partnership), in 2021, The net profit corresponding to the graphitization phase I and supporting projects of Shandong Xingfeng and Inner Mongolia Zichen Xingfeng after deducting non recurring profits and losses is RMB 186243700 (excluding the company's 2020 non-public offering and investment project "graphitization project of cathode materials for 50000 tons of lithium ion batteries", and the company's investment in Shandong Xingfeng and Inner Mongolia Xingfeng (or Inner Mongolia Zichen Xingfeng) after the date of this acquisition and settlement The completion rate of the profit or loss generated by other new inputs and the profit or loss generated by Inner Mongolia Zichen Xingfeng absorbing all equity assets of Inner Mongolia Zichen is 103%, so the performance commitment of Li Qingmin and Liu Guangtao in 2021 has been completed. Li Qingmin and Liu Guangtao do not need to perform the obligation of compensation to the company.
Independent directors have expressed their explicit prior approval opinions and independent opinions on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（10） The proposal on renewing the appointment of accounting firms was deliberated and adopted
The board of Directors believes that Ernst & Young Huaming certified public accountants and its auditors have always maintained both formal and substantive independence in this audit, and complied with the requirements of maintaining independence in the basic principles of professional ethics. The audit team has the necessary professional knowledge and relevant professional certificates to undertake the audit business, can be competent for the audit work, and can also maintain due attention and professional prudence. In this year's audit, the audit team carried out appropriate audit procedures in accordance with the requirements of the auditing standards for Chinese certified public accountants, and obtained sufficient and appropriate audit evidence for expressing audit opinions. Ernst & Young Huaming Certified Public Accountants issued an unqualified audit opinion on the financial statements on the basis of obtaining sufficient and appropriate audit evidence. Based on Ernst & Young Huaming's professional competence and professional ethics, it is agreed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's audit institution and internal control audit institution in 2022. The term of appointment is one year, which takes effect from the date of approval by the company's general meeting of shareholders. In 2022, the relevant charging principles will remain unchanged.
Independent directors have expressed their explicit prior approval opinions and independent opinions on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（11） The 2021 internal control evaluation report was reviewed and adopted
The board of directors considered that, according to the identification of major defects in the company's internal control over financial reporting, the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations, and there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report.
The independent directors expressed their independent opinions on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（12） The report on environmental, social and corporate governance in 2021 was reviewed and adopted
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（13） The proposal on the remuneration of directors and senior managers of the third board of directors was deliberated and adopted
After deliberation by the remuneration and assessment committee of the board of directors of the company, the following plans are proposed for the remuneration of directors and senior managers of the third board of directors of the company:
The salary standard of directors and senior managers holding specific positions in the company shall be determined according to their positions and service years, and the annual bonus shall be determined according to their annual performance appraisal results. The total annual salary actually received consists of salary and annual bonus, and the performance appraisal shall be implemented by the salary and appraisal committee of the board of directors; The annual allowance system is implemented for independent directors, and the annual allowance standard for each independent director is 120000 yuan.
The independent directors expressed their independent opinions on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（14） The proposal on increasing the guarantee amount for wholly-owned and holding subsidiaries in 2022 was deliberated and adopted
In order to meet the capital demand for the rapid development of the business of wholly-owned and holding subsidiaries, improve the financing efficiency and reduce the financing cost, the board of directors, after deliberation, agreed to increase the guarantee amount of 3890 million yuan on the basis of the guarantee amount for wholly-owned and holding subsidiaries in 2022 approved by the fourth extraordinary general meeting of shareholders in 2021. The validity period of the above-mentioned new guarantee limit is from the date of deliberation and approval by the general meeting of shareholders to December 31, 2022. The specific guarantee period shall be subject to the guarantee agreement.
Independent directors express their independent opinions on the matter. The company's recommendation institution shall issue a clearly agreed verification opinion on the matter.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes.
The matter still needs to be submitted to the general meeting of shareholders for deliberation.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（15） The proposal on capital and share increase and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary, was deliberated and adopted
In the opinion of the board of directors; The capital increase and share expansion and related party transactions of Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo new energy equipment Co., Ltd., a wholly-owned subsidiary of the company, will help Jiangsu Jiatuo enhance its capital strength and operation ability, fully mobilize the enthusiasm of the company and its core managers and key employees, and improve the market competitiveness of the company's lithium battery automation equipment platform. After deliberation, it is unanimously agreed that the company and the core management personnel and key employees of Jiangsu Jiatuo will participate in the capital and share increase of Jiangsu Jiatuo directly or indirectly. The newly increased registered capital will not exceed 52.1 million yuan, the capital increase price will be 5.14 yuan / registered capital, and the capital contribution of the capital increase party will not exceed 267794 million yuan (including the amount of related party transactions will not exceed 1310186 million yuan); The company intends to give up the preemptive right to subscribe for the newly increased registered capital.
In view of the fact that this transaction involves some directors, supervisors and senior managers of the company, this transaction constitutes a connected transaction and does not constitute a major asset restructuring.
Independent directors express their prior approval opinions and independent opinions with explicit consent on the matter. The company's recommendation institution shall issue a clearly agreed verification opinion on the matter. Mr. Chen Wei, associate director
