Securities code: Shanghai Smith Adhesive New Material Co.Ltd(603683) securities abbreviation: Shanghai Smith Adhesive New Material Co.Ltd(603683) Announcement No.: 2022013 Shanghai Smith Adhesive New Material Co.Ltd(603683)
Announcement on the resolution of the 20th 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 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 directors:
(I) the convening and convening of this meeting comply with the provisions of the company law and other relevant laws, regulations, rules and the articles of association, and the resolutions of the meeting are legal and effective.
(II) Shanghai Smith Adhesive New Material Co.Ltd(603683) (hereinafter referred to as "the company") the notice and meeting materials of the 20th meeting of the third board of directors were distributed to all participants by telephone, fax, e-mail or personal delivery on March 13, 2022.
(III) the meeting was held at 1:30 p.m. on March 29, 2022 in the company's conference room in a combination of on-site and communication.
(IV) 8 directors should be present at this meeting, and 8 actually.
(V) the meeting was convened and presided over by Mr. Zhou Xiaonan, chairman of the board. The company's supervisors and some senior managers attended the meeting as nonvoting delegates.
2、 Deliberations at the board meeting:
After deliberation and voting by open ballot by the directors present at the meeting, the following proposals were adopted:
(I) deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 8 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.
(II) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 8 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the performance report of the audit committee in 2021
For details, see the 2021 annual performance report of the audit committee of the board of directors disclosed by the company in the designated information disclosure media on March 31, 2022.
Voting results: 8 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 8 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.
(V) deliberated and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021
The independent directors expressed their independent opinions. For details, please refer to the announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No.: 2022015) disclosed by the company on the designated information disclosure media on March 31, 2022.
Voting results: 8 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.
(VI) deliberated and passed the proposal on the company's 2021 annual report and its summary
For details, please refer to the 2021 annual report and the 2021 annual report summary disclosed by the company in the designated information disclosure media on March 31, 2022.
Voting results: 8 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.
(VII) deliberated and passed the proposal on the company's renewal of Tianheng Certified Public Accountants (special general partnership)
In view of the high business level and good service quality of Tianheng Certified Public Accountants (special general partnership), which has continuously provided the company with audit services for many years, has good cooperation experience, adheres to the independent audit standards in the audit process, and objectively and truly reflects the company's financial situation and operating results. In order to maintain the stability and continuity of the company's audit work, the company plans to renew the appointment of Tianheng Certified Public Accountants (special general partnership) as the company's 2022 financial report audit institution and internal control audit institution for one year.
The relevant expenses shall be submitted to the general meeting of shareholders to authorize the management of the company to negotiate and determine with the accounting firm according to the market fair pricing principle and the actual audit business.
The independent directors expressed their independent opinions approved and agreed in advance. For details, please refer to the announcement on the renewal of Tianheng Certified Public Accountants (special general partnership) (Announcement No.: 2022016) disclosed by the company in the designated information disclosure media on March 31, 2022.
Voting results: 8 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.
(VIII) deliberated and passed the proposal on the remuneration of directors and senior managers of the company in 2021
In 2021, the company carried out the salary assessment and payment of directors and senior managers in strict accordance with the relevant systems of the company. The salary payment is confirmed as follows:
Pre tax income from the company during the reporting period
Name and title
Total remuneration (10000 yuan)
Zhou Xiaonan, chairman and general manager 122.27
Zhou Xiaodong, vice chairman and deputy general manager 116.80
Bai Qiumei, director and executive deputy general manager of subsidiaries 53.20
Gao Qilong, former director and concurrently investment manager, 16.33
Zheng Zhangqin, director and deputy general manager 81.75
Ding Jiping director 0.00
Chen Daisong independent director 10.00
Yu Yingfeng independent director 10.00
Wu Xiaoping independent director 10.00
Pan Xiaochan, Secretary of the board of directors 65.17
Yin Li, chief financial officer 49.82
Mr. Zhou Xiaonan, Mr. Zhou Xiaodong, Ms. Bai Qiumei, Mr. Zheng Zhangqin and Mr. Gao Qilong, the non independent directors of the company, are paid as the management of the company; Mr. Ding Jiping is not paid as an external director of the company.
Since Mr. Gao Qilong, the director of the company, received his remuneration as a manager of the company, and he no longer served as the internal investment manager of the company in April 2021, the total pre tax remuneration he received was counted to April 2021.
The independent directors expressed their independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
The remuneration of directors in this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the company's internal control evaluation report in 2021
For details, please refer to the 2021 internal control evaluation report disclosed by the company in the designated information disclosure media on March 31, 2022.
The independent directors expressed their independent opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on the company's application for comprehensive credit line from financial institutions in 2022
In order to cope with exchange rate changes and the company's business needs, ensure the steady and orderly progress of various production and operation activities, meet the capital needs of the company and its subordinate branches and subsidiaries during operation, comprehensively consider the impact of changes in financial markets outside China, and combined with the company's financial situation, the company plans to apply for a comprehensive credit line of no more than RMB 1.23 billion from banks and other financial institutions, The authorization period shall be valid within one year from the date of deliberation and approval by the 2021 annual general meeting of shareholders. The details are as follows:
Unit: RMB 10000
No. bank name credit line credit category credit period
1 Shanghai Rural Commercial Bank Co.Ltd(601825) Yong
15800 comprehensive credit for 1 year
Feng sub branch
2 Bank Of Ningbo Co.Ltd(002142) Shanghai Hongqiao branch
8000 comprehensive credit for 1 year
that 's ok
3 Shanghai Pudong Development Bank Co.Ltd(600000) sheets
9000 comprehensive credit for 1 year
Jiagang sub branch
4 China Merchants Bank Co.Ltd(600036) Zhangjiagang sub branch 10000 comprehensive credit for 1 year
5 Bank Of Ningbo Co.Ltd(002142) Zhangjiagang sub branch 8000 comprehensive credit for 1 year
6 China Minsheng Banking Corp.Ltd(600016) Zhangjiagang
5000 comprehensive credit for 1 year
Sub branch
7 China Merchants Bank Co.Ltd(600036) Quzhou Branch 5000 comprehensive credit for 7 years
8 Hua Xia Bank Co.Limited(600015) Quzhou Branch 6000 comprehensive credit for 1 year
9 China Construction Bank Corporation(601939) Dingyuan branch
4000 comprehensive credit for 1 year
that 's ok
10 China Construction Bank Corporation(601939) Dingyuan branch
9000 fixed assets credit for 5 years
that 's ok
11 Shanghai Pudong Development Bank Co.Ltd(600000) sheets
17000 fixed asset credit for 7 years
Jiagang sub branch
12 financial leasing company [note ①] 14000 comprehensive credit for 1 year
13 other banks [note ②] 12200 comprehensive credit for 1 year
Total 123000
Note: ① refers to Far East International Financial Leasing Co., Ltd. and Banyin Financial Leasing Co., Ltd. ② Apply for new credit lines from the banks listed in the above table, including but not limited to Industrial And Commercial Bank Of China Limited(601398) Qujiang sub branch, Bank Of Jiangsu Co.Ltd(600919) Zhangjiagang sub branch and other banks.
The comprehensive credit line of 1.23 billion yuan to be applied by the company has included the bank credit line of the company's subordinate branches and subsidiaries. At the same time, the general meeting of shareholders of the company is requested to authorize the management to adjust the specific credit granting matters according to the actual business needs within the above-mentioned authorization limit reported for approval, and independently decide to sign relevant legal documents on credit financing with various banking institutions in the name of the company itself or its subordinate branches and subsidiaries, And authorize the chairman of the company to sign relevant legal documents (including but not limited to credit, loan, pledge, mortgage and other relevant applications, contracts, agreements and other documents) of the above credit financing projects with various banking institutions.
Voting results: 8 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.
（11） Deliberated and passed the proposal on the company's provision of external guarantee in 2022
For details, please refer to the announcement on the company's external guarantee in 2022 (Announcement No.: 2022) disclosed by the company on the designated information disclosure media on March 31, 2022-
