Securities code: Swancor Advanced Materials Co.Ltd(688585) securities abbreviation: Swancor Advanced Materials Co.Ltd(688585) Announcement No.: 2022014
Swancor Advanced Materials Co.Ltd(688585)
Announcement of resolutions of the 16th meeting of the second 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. 1、 Meetings held
Swancor Advanced Materials Co.Ltd(688585) (hereinafter referred to as “the company”) the 16th meeting of the second board of directors was notified by e-mail on March 20, 2022 and held by on-site combined with video on March 30, 2022. The meeting was presided over by Mr. Cai Chaoyang, chairman of the second board of directors. There were 7 directors who should participate in the voting and 7 directors who actually participated in the voting. The notice, convening and voting process of this meeting comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Swancor Advanced Materials Co.Ltd(688585) articles of Association (hereinafter referred to as the “articles of association”), and the following resolutions are deliberated and unanimously adopted: II. Deliberation of the meeting
(I) deliberated and passed the proposal on the company’s 2021 annual report and summary
After review, the board of Directors believes that the preparation and review procedures of the company’s 2021 annual report comply with the provisions of relevant laws and regulations, the articles of association and other internal rules and regulations; The content and format of the company’s 2021 annual report comply with relevant regulations and fairly reflect the company’s financial status and operating results in 2021; During the preparation of the annual report, it is not found that the personnel of the company participating in the preparation and deliberation of the annual report have violated the confidentiality provisions; All members of the board of directors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Annual report for 2021 and summary of annual report for 2021.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and adopted the proposal on the 2021 annual work report of the board of directors
After deliberation, during the reporting period, the board of directors of the company conscientiously performed the duties entrusted to the board of directors by the general meeting of shareholders in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of science and innovation board of Shanghai Stock Exchange and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other company systems, In accordance with the development strategy and objectives determined by the company, the company has carried out various work diligently and conscientiously, continuously standardized the corporate governance structure, and ensured the scientific decision-making and standardized operation of the board of directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day 2021 annual work report of the board of directors.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on the 2021 annual work report of the audit committee of the board of directors was deliberated and adopted. During the reporting period, the audit committee of the company made full use of professional knowledge, adhered to the principles of prudence, objectivity and independence, and performed its duties diligently in accordance with the relevant provisions of the guidelines for the operation of the audit committee of the board of directors of listed companies on Shanghai Stock Exchange, the articles of association and the working rules of the audit committee of the board of directors, Give full play to the supervision function of the company’s audit committee and earnestly perform the responsibilities within the scope of authority. He continued to play a professional role in supervising external audit, guiding the company’s internal audit, urging the company to improve its internal control system, safeguarding the legitimate rights and interests of the company and all shareholders, promoting the steady operation and standardized operation of the company, and dutifully performed the duties of the audit committee. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day 2021 annual work report of the audit committee of the board of directors.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
(IV) deliberated and passed the proposal on the 2021 annual report of independent directors
During the reporting period, the independent directors of the company, based on the principle of prudence and objectivity, gave full play to their professional roles with diligence and responsibility, put forward reasonable suggestions to the company with their accumulated professional knowledge and practice experience, paid comprehensive attention to the development of the company, timely understood the production and operation information of the company, and continued to promote the improvement of the corporate governance system. At the same time, carefully review the meeting proposals, financial reports and other documents submitted by the company, and issue relevant written opinions according to the scope of responsibilities of independent directors and special committees, so as to actively promote the objectivity and scientificity of the decision-making of the board of directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the general manager’s 2021 annual work report and 2022 annual business plan
The board of directors of the company believes that the general manager has led all employees of the company and coordinated the work of various departments, and has made certain development in production, sales, technology research and development, and the construction of internal control system. The board of directors of the company agrees to approve its work report.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
(VI) deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
According to the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, the directors of the company, after careful self-examination item by item, consider that the company complies with the relevant laws and regulations The provisions and requirements of regulations and normative documents on the issuance of shares by companies listed on the science and innovation board to specific objects through simple procedures do not exist under the circumstances specified in paragraph 2 of Article 32 of the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange. The investment of the raised funds belongs to the field of scientific and technological innovation and has the qualifications and conditions to apply for the issuance of shares.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures (Announcement No.: 2022011).
Independent directors have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the evaluation report on internal control in 2021
As of the benchmark date of the internal control self-evaluation report, the company has no major defects in the internal control of financial reporting. The company has maintained effective internal control of financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and has not found any major defects in the internal control of non financial reporting. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the internal control self-evaluation report to the date of issuance of the internal control evaluation report.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Internal control evaluation report in 2021.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
(VIII) the proposal on Amending the articles of association and the rules of procedure of the general meeting of shareholders was deliberated and adopted. For details, see the company’s disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on Amending the articles of association, rules of procedure of the general meeting of shareholders and handling industrial and commercial registration (Announcement No.: 2022012).
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the company’s application for credit line from the bank
In order to meet the capital needs of the company’s daily operation and development, the company plans to apply to the bank for a total comprehensive credit line of 190 million yuan, including but not limited to working capital loan, bank acceptance bill, bill discount, trade financing, letter of guarantee, letter of credit, etc.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
(x) deliberated and passed the proposal on appointing the company’s securities affairs representative
According to the articles of association, upon the nomination of the board of directors, it is proposed to appoint Ms. Nie Yali as the company’s securities affairs representative to assist the Secretary of the board of directors in carrying out relevant work. See the attachment for Ms. Nie Yali’s resume. Her term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the second board of directors.
Ms. Nie Yali has obtained the qualification certificate of secretary of the board of directors of the science and Innovation Board issued by the Shanghai Stock Exchange, and her qualifications comply with the company law, the Listing Rules of the science and innovation board and other relevant provisions.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
（11） The proposal on Amending Some Provisions of [sales and collection cycle] was deliberated and passed
Based on the actual needs of business development, the company plans to revise some provisions of [sales and collection cycle] in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Swancor Advanced Materials Co.Ltd(688585) articles of association and other relevant provisions.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
（12） Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（13） The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved
For the deposit and actual use of the company’s raised funds in 2021, the recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. issued special verification opinions, and the accounting firm KPMG Huazhen Certified Public Accountants issued a verification report.
The board of Directors believes that the deposit and use of the raised funds of the company in 2021 comply with laws and regulations, the raised funds have been stored and used in a special account, and the relevant information disclosure obligations have been fulfilled in time. The specific use of the raised funds is consistent with that disclosed by the company, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on the special report on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022009).
Independent directors have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
（14） The proposal on the 2021 profit distribution plan of the company was deliberated and passed
Combined with the operation and profit of the company in 2021, the company plans not to distribute the profit in 2021, which is fully considering that the company is in the development period, the R & D projects and business scale are expanding, and the capital demand is large. In order to ensure the sustainable development and capital demand of the company, the company plans not to distribute the profit or convert the capital reserve into share capital in 2021, and the remaining undistributed profit will be accumulated to the next year.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of profit distribution plan in 2021 (Announcement No.: 2022010).
Independent directors have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（15） The proposal on Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd. providing guarantee to Swancor ind (m) SDN.BHD was deliberated and adopted
The board of Directors believes that the guarantee provided by Shangwei Xingye for Shangwei Malaysia is conducive to improving financing efficiency and reducing financing costs, ensuring the normal production and operation of subsidiaries, meeting the needs of the company’s daily operation and conducive to the development of the company’s business. The above guarantee matters will not bring financial and legal risks to the company.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Guan
Announcement of Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd. providing guarantee to Swancor ind (m) Sdn. Bhd (Announcement No.: 2022013).
Independent directors have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
（16） Deliberated and passed the proposal on convening Swancor Advanced Materials Co.Ltd(688585) 2021 annual general meeting of shareholders
The company held the 2021 annual general meeting of shareholders on April 26, 2022. This general meeting of shareholders will be held by a combination of on-site voting and online voting. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Notice of the company on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022016).
Voting results: 7 in favor, 0 abstention, 0 against and 0 avoidance.
It is hereby announced.
Swancor Advanced Materials Co.Ltd(688585) Material Technology Co., Ltd
