Securities code: Swancor Advanced Materials Co.Ltd(688585) securities abbreviation: Swancor Advanced Materials Co.Ltd(688585) Announcement No.: 2022015
Swancor Advanced Materials Co.Ltd(688585)
Announcement of resolutions of the 13th meeting of the second 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 legal liabilities 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 13th meeting of the second board of supervisors was notified by email on March 20, 2022 and held by on-site combined with video on March 30, 2022. The meeting was presided over by Mr. Chen Qishen, chairman of the second session of the board of supervisors. There were 3 supervisors who should participate in the voting and 3 supervisors 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 and the Swancor Advanced Materials Co.Ltd(688585) articles of association. The following resolutions are deliberated and unanimously adopted:
2、 Deliberations of the meeting
(I) deliberated and passed the proposal on the company’s 2021 annual report and summary
After review, the board of supervisors 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 supervisors 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.
Voting results: 3 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 passed the proposal on the 2021 annual work report of the board of supervisors
During the reporting period, the board of supervisors conscientiously performed its duties in accordance with the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the board of supervisors. In this year, the board of supervisors of the company supervised and reviewed the formation and voting procedures of major decisions and resolutions of the company, and inspected the operation of the company according to law, especially the effective supervision of the company’s business activities, financial status, convening procedures of shareholders’ meetings and the performance of duties of directors and senior managers, so as to better protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees, Promoted the standardized operation of the company.
Voting results: 3 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) deliberated and passed the proposal on the self-evaluation report on internal control in 2021
In 2021, the company’s internal control was implemented effectively, and no major and important defects were found in financial reports and non-financial reports. In 2022, the company will continue to improve the internal control system, standardize the implementation of the company’s internal control system, strengthen the supervision and inspection of internal control, strengthen the publicity and training of internal control, improve the management level of internal control and ensure the long-term and healthy development of the company in strict accordance with the basic norms of enterprise internal control and supporting guidance documents and in combination with the actual production and operation of the company.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 3 in favor, 0 abstention, 0 against and 0 avoidance.
(IV) deliberated and passed the proposal on the company’s financial statement report in 2021
Voting results: 3 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
The deposit and use of the company’s raised funds in 2021 comply with the provisions of laws, regulations and institutional documents such as the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), the Swancor Advanced Materials Co.Ltd(688585) raised funds management system, etc., the company has carried out special account storage and special use of the raised funds, and timely fulfilled the obligations of relevant information disclosure, 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 form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 3 in favor, 0 abstention, 0 against and 0 avoidance.
(VI) deliberated and passed the proposal on the company’s profit distribution plan for 2021
In 2021, the company plans not to make profit distribution, which fully considers 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 make profit distribution in 2021, nor to convert the capital reserve into share capital, and the remaining undistributed profits will be accumulated to the next year.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 3 in favor, 0 abstention, 0 against and 0 avoidance.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberation and approval of the proposal on the guarantee provided by Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd. to Swancor ind (m) SDN.BHD
Considering the needs of the overall operation planning of the group, Swancor ind (m) SDN.BHD (hereinafter referred to as “Shangwei Malaysia”), a wholly-owned subsidiary of the company, plans to apply for a credit line of US $4 million from Taixin international commercial bank. Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd. (hereinafter referred to as “Shangwei Xingye”), a wholly-owned subsidiary of the company, plans to provide an endorsement guarantee for Shangwei Malaysia for a period of one year and charge 1% guarantee fee, The guarantee fee shall be calculated according to the actual amount and period. The guarantee provided by Shangwei Xingye for Shangwei Malaysia is conducive to improving financing efficiency, 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.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 3 in favor, 0 abstention, 0 against and 0 avoidance.
It is hereby announced.
Swancor Advanced Materials Co.Ltd(688585) board of directors April 1, 2022
