Securities code: Shanghai Putailai New Energy Technology Co.Ltd(603659) securities abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659) Announcement No.: 2022017 Shanghai Putailai New Energy Technology Co.Ltd(603659)
Announcement of resolutions of the third meeting of the third board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of supervisors
The notice of the third meeting of the third session of the board of supervisors 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 3 supervisors who should participate in the voting and 3 supervisors who actually participate in the voting. The meeting was convened and presided over by Mr. Fang Qi, chairman of the company's board of supervisors. The convening and 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、 Deliberation at the meeting of the board of supervisors
（1） The work report of the board of supervisors in 2021 was reviewed and adopted
The board of supervisors deliberated and approved the work report of the board of supervisors in 2021.
Voting results: 3 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.)].
（2） 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: 3 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） The annual report for 2021 and the summary of the annual report for 2021 were reviewed and adopted
The board of supervisors deliberated and approved the annual report of 2021 and the summary of the annual report of 2021.
Voting results: 3 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 proposal on the provision for asset impairment was deliberated and adopted
After deliberation, the board of supervisors agreed that the company's provision for asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the company's accounting policies, and the decision-making procedures are legal and compliant.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（5） The plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
After deliberation, the board of supervisors considered that the 2021 profit distribution and capital reserve conversion plan proposed by the board of directors of the company complied with the provisions of relevant laws and regulations and the articles of association, the decision-making procedure was legal and compliant, in line with the company's strategic planning, took into account the company's capital needs and the long-term and stable cash return of the company's shareholders, and there was no situation damaging the interests of the company's shareholders, especially the minority shareholders.
Voting results: 3 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.)].
（6） The special report on the deposit and use of raised funds in 2021 was reviewed and approved. The board of supervisors considered that the deposit and use of raised funds in 2021 were carried out in strict accordance with the requirements of relevant laws and regulations, and there were no cases of illegal use of raised funds, change and disguised change of the investment direction of raised funds and damage to the interests of shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（7） The proposal on the explanation of the company's connected transactions in 2021 was deliberated and adopted
The board of supervisors considered 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.
Voting results: 3 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 achievement of performance commitments of Li Qingmin and Liu Guangtao in 2021 was reviewed and approved. The board of supervisors considered that according to the assurance report on the realization of performance commitments in 2021 issued by Ernst & Young Huaming (2022) ZZ No. 61453494b03 issued 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 newly added inputs and the profit or loss generated by Inner Mongolia Zichen Xingfeng absorbing all the equity assets of Inner Mongolia Zichen is 103%, so the performance commitment of Shandong in 2021 has been completed. Li Qingmin and Liu Guangtao do not need to perform the obligation of compensation to the company, and there is no situation that damages the interests of the company and all shareholders.
Voting results: 3 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 renewing the appointment of accounting firms was deliberated and adopted
After deliberation, the board of supervisors considered that Ernst & Young Huaming Certified Public Accountants (special general partnership) earnestly fulfilled the responsibilities of the audit institution in the audit of 2021 and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective. It agreed that the audit committee of the board of directors of the company proposed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022 for one year, Effective from the date of adoption by the general meeting of shareholders of the company.
Voting results: 3 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.)].
（10） The 2021 internal control evaluation report was reviewed and adopted
The board of supervisors believes 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.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（11） The report on environmental, social and corporate governance in 2021 was reviewed and adopted
The board of supervisors deliberated and adopted the report on environmental, social and corporate governance in 2021.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
[for details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.)].
（12） The proposal on the remuneration of directors and senior managers of the third session of the board of directors was deliberated and adopted. The board of supervisors considered that the remuneration scheme for directors and senior managers of the third session of the board of directors proposed by the board of directors of the company was formulated according to the actual operation of the company and the remuneration level of the company's industry, in line with relevant laws and regulations and the provisions of the articles of association, and did not harm the company and shareholders, Especially the interests of minority shareholders.
Voting results: 3 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.)].
（13） The proposal on the remuneration of supervisors of the third board of supervisors was deliberated and adopted
The following plans are proposed for the remuneration of the supervisors of the third board of supervisors of the company:
The salary standard of supervisors 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.
Voting results: 3 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
The board of supervisors believes that the newly increased guarantee amount for wholly-owned and holding subsidiaries is conducive to meeting the capital needs for the rapid development of the business of wholly-owned and holding subsidiaries, improving financing efficiency and reducing financing costs, which is in line with the interests of the company and all shareholders. It agrees to increase the guarantee amount by RMB 3890 million 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.
Voting results: 3 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.)].
（15） After reviewing the proposal on capital and share increase and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary, the board of supervisors believes that the board of directors of the company has performed the corresponding review procedures on the capital and share increase and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary, the independent directors of the company have issued their prior approval opinions and clearly agreed independent opinions, the sponsor has issued their consent opinions, and the review procedures of related party transactions are legal, Fair pricing. Since the three supervisors of the board of supervisors are the capital increase parties of this transaction and the number of effective votes is lower than the legal number after the implementation of the avoidance voting procedure, the matter is submitted to the general meeting of shareholders for deliberation.
Voting results: 0 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance 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.)].
It is hereby announced.
Shanghai Putailai New Energy Technology Co.Ltd(603659) board of supervisors March 29, 2022
