Securities code: Essence Fastening Systems (Shanghai) Co.Ltd(301005) securities abbreviation: Essence Fastening Systems (Shanghai) Co.Ltd(301005) Announcement No.: 2022005 Chaojie fastening system (Shanghai) Co., Ltd
Announcement on the resolutions of the 14th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 14th meeting of the 5th board of directors of Chaojie fastening system (Shanghai) Co., Ltd. (hereinafter referred to as "the company") was held in the conference room of the company at No. 39, Lane 100, fengshuo Road, Jiading District, Shanghai by on-site combined with communication voting on April 7, 2022. The notice of the meeting was delivered to all directors on March 28, 2022 by written notice and other means recognized in the articles of association. Five directors should attend the meeting and five actually participated in the voting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The board of directors was convened and presided over by the chairman, Mr. Song Guangdong. The meeting was held in accordance with the relevant provisions of the company law, the articles of association and other relevant laws and regulations, and the meeting was legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors of the company listened carefully to the general manager's work report for 2021 made by Mr. Song Guangdong, the general manager, and believed that the company's operation and management in 2021 had effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the work report objectively and truly reflected the company's daily production, operation and management activities in 2021.
2. Deliberated and passed the proposal on the work report of the board of directors in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors of the company has analyzed and summarized the work in 2021. At this meeting, Mr. Zhao Pengfei and Mr. Lu Qing, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors, which will be reported at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the company's 2021 annual report and its summary
Voting results: 5 in favor, 0 against and 0 abstention.
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and the articles of association, the company has prepared the annual report and summary of 2021.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. The voting results: 5 in favor, 0 against and 0 abstention.
The board of directors of the company reviewed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 and agreed that the plan for profit distribution of the company in 2021 is:
(1) Based on the company's total share capital of 57126903 shares as of December 31, 2021, the company plans to distribute a cash dividend of 5.00 yuan (tax included) for every 10 shares to all shareholders, with a total cash dividend of 2856345150 yuan (tax included).
(2) Based on the company's total share capital of 57126903 shares as of December 31, 2021, the company plans to increase 8 shares with capital reserve for every 10 shares to all shareholders, and the amount of increase does not exceed the balance of "capital reserve - capital stock premium" at the end of the reporting period. After this increase, the total share capital of the company will increase to 102828425 shares.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors deliberated and approved the proposal on the financial statement report of 2021. The board of directors believed that the final statement report objectively and truly reflected the financial situation and operating results of the company in 2021.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 5 in favor, 0 against and 0 abstention.
With the prior approval of the independent directors of the company and the approval of the ninth meeting of the audit committee of the Fifth Board of directors, the board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on self-evaluation report on internal control in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of Directors believes that according to the basic norms of enterprise internal control and its supporting guidelines, combined with the company's internal control system and evaluation methods, and based on the daily and special supervision of internal control, the 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company's internal control system. The company has established a relatively perfect internal control system and can be effectively implemented.
The independent directors of the company expressed their agreed independent opinions on the matter, and the recommendation institution issued verification opinions. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
8. Deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The company has issued the special report on the deposit and use of raised funds in 2021 in accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines on Supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the articles of association.
The independent directors of the company expressed their independent opinions on the matter, the sponsor issued verification opinions, and the accounting firm issued relevant assurance reports.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
9. Deliberated and passed the proposal on the company's application for comprehensive credit line from the bank
Voting results: 5 in favor, 0 against and 0 abstention.
In order to meet the capital needs of the company's daily production, operation and business development, the company plans to apply to bank financial institutions for a comprehensive credit line with a total amount of no more than RMB 100 million in 2022. At the same time, the general meeting of shareholders is requested to authorize the general manager of the company to adjust the credit bank, credit line and sign relevant documents required within the total credit line of no more than 100 million yuan according to the actual situation.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the remuneration of directors and senior managers in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
According to the company's business performance in 2021 and the development needs in 2022, the company determines that the total remuneration of the company's directors and senior managers in 2021 is 2.091 million yuan.
The independent directors of the company expressed independent opinions on the proposal.
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 Revising the implementation rules of the strategy committee
Voting results: 5 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
12. Deliberated and passed the proposal on Amending the implementation rules of the nomination committee
Voting results: 5 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
13. Deliberated and passed the proposal on resignation of independent directors and by election of independent directors
Voting results: 5 in favor, 0 against and 0 abstention.
Mr. Lu Qing, the former independent director of the company, applied for resignation as an independent director of the 5th board of directors of the company for personal reasons. At the same time, he applied for resignation as chairman of the nomination committee, member of the strategy committee, member of the audit committee and member of the remuneration and assessment committee, and no longer held other positions of the company. The board of directors of the company agrees to nominate Mr. Zuo dunwen as a candidate for independent director of the Fifth Board of directors of the company. After being elected as an independent director with the consent of the general meeting of shareholders of the company, he will serve as chairman of the nomination committee, member of the strategy committee, member of the audit committee and member of the remuneration and assessment committee of the Fifth Board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the expiration date of the term of office of the Fifth Board of directors.
The qualification and independence of the candidates for independent directors shall be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
The independent directors of the company expressed their independent opinions on the matter.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders
Voting results: 5 in favor, 0 against and 0 abstention.
The company plans to hold the 2021 annual general meeting of shareholders on April 28, 2022. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on April 8, 2022 Relevant announcements on.
3、 Documents for future reference 1. Resolutions of the 14th meeting of the 5th board of directors of Chaojie fastening system (Shanghai) Co., Ltd; 2. Prior approval opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors; 3. Independent opinions of independent directors on matters related to the 14th meeting of the 5th board of directors; 4. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Board of directors of Chaojie fastening system (Shanghai) Co., Ltd. April 8, 2022
