Anhui Zhongyuan New Materials Co.Ltd(603527) 2021 annual general meeting
Meeting materials
April, 2002
catalogue
Notes to the 2021 annual general meeting of shareholders 3 agenda of the annual general meeting of shareholders in 2001 6 proposal 1: 2021 annual work report of the board of Directors 8 proposal 2: work report of the board of supervisors in 202117 proposal 3: report on the work of independent directors in 202121 motion 4: 2021 annual financial statement report 30 motion 5: 2021 annual profit distribution plan 36 motion 6: 2021 annual internal control evaluation report 37 proposal 7: proposal on renewing the appointment of accounting firms Proposal 8: special report on the annual deposit and use of raised funds 44 motion 9: 2021 annual report and its summary 51 proposal 10: proposal on providing joint and several liability guarantee for the company and its subsidiaries to apply for the bank's comprehensive credit line 52 proposal 11: proposal on daily connected transactions expected in 202255 proposal 12: proposal on Amending the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association 56 proposal 13: proposal on the remuneration of directors of the company in 202272 proposal 14: proposal on the remuneration of the company's supervisors in 2022 seventy-three
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of all shareholders, ensure the openness, impartiality, legality and effectiveness of the general meeting of shareholders and ensure the smooth progress of the meeting, these instructions are hereby formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association (hereinafter referred to as the company charter), the rules of procedure of the general meeting of shareholders and other relevant laws, regulations and provisions, All personnel attending the general meeting of shareholders are requested to comply with it.
1. The Secretary of the board of directors is responsible for the organization of the shareholders' meeting and handling related matters.
2. Shareholders or shareholders' representatives attending the general meeting of shareholders shall show their securities account card, ID card, legal entity certificate, power of attorney and other certificates as required. They can attend the meeting only after passing the inspection. In order to ensure the seriousness and normal order of the shareholders' meeting and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' representatives) attending the meeting, the company has the right to refuse other people to enter the meeting except the shareholders (or shareholders' representatives), the company's directors, supervisors, senior managers, the office staff of the board of directors, the lawyers hired by the company and the personnel invited by the board of directors.
3. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held. The number of shareholders and the amount of shares of late shareholders present after the registration of the meeting is terminated shall not be included in the number of on-site voting rights.
4. Shareholders participating in the general meeting shall enjoy the right to speak, question, vote and other legal rights according to law, and shall also perform their legal obligations. Shareholders or shareholders' representatives who have prepared and requested to speak at the meeting in advance shall register with the Secretary of the board of directors in advance, and the company shall uniformly arrange their speeches and answers. Shareholders or shareholder representatives who request to speak during the meeting shall first apply to the chairman of the meeting and speak with the consent of the chairman.
5. It is suggested that shareholders or shareholders' representatives make careful preparations before speaking. Each shareholder or shareholder representative shall speak on each proposal no more than 3 times and no more than 3 minutes each time. When speaking, the number and name of shares held shall be reported in advance. The chairman may arrange the directors, supervisors and senior managers of the company to answer the questions of shareholders. If the questions have nothing to do with the topics of the shareholders' meeting or will reveal the company's business secrets or may damage the common interests of the company and shareholders, the chairman of the meeting or the relevant personnel designated by him shall have the right to refuse to answer. After the proposal voting starts, the general meeting will no longer arrange shareholders to speak.
6. The shareholders' meeting was held by combining on-site meeting voting and online voting. Shareholders attending the on-site meeting shall exercise their voting rights according to the number of voting shares they hold, and each share shall have one vote. When voting, shareholders shall choose one of the three items of "agree", "oppose" and "abstain" under each proposal in the voting vote, which shall be marked with "√". Multiple or no elections shall be deemed as invalid votes and be treated as abstaining. Shareholders participating in online voting shall vote according to the contents of online voting in the notice of Anhui Zhongyuan New Materials Co.Ltd(603527) on convening the 2021 annual general meeting of shareholders of the company.
7. The shareholders or shareholders' representatives are not allowed to make audio, video and photo recordings. The staff of the meeting have the right to stop the acts that disturb the normal order and agenda of the meeting and infringe on the legitimate rights and interests of the company and other shareholders or shareholders' representatives, and report to the relevant departments for handling.
8. The company hired lawyers from Shanghai tianyanhe law firm to attend and witness the shareholders' meeting and issue legal opinions.
Special reminder:
In order to cooperate with the prevention and control of the epidemic situation of New Coronavirus pneumonia, protect the health and safety of participating shareholders, shareholders' agents and other participants, reduce crowd aggregation, reduce public health risks and personal infection risks, it is recommended that shareholders choose to participate in the shareholders' meeting through Internet voting.
The on-site meeting of the company's 2021 annual general meeting of shareholders is held in Wuhu City, Anhui Province. The on-site shareholders participating in the meeting must pay attention to and comply with the regulations and requirements of Wuhu City, Anhui Province on declaration, isolation and observation of health status during epidemic prevention and control. In addition to bringing the relevant supporting materials for the meeting, please cooperate with the following matters for the support and understanding of the company's shareholders.
(I) the company will strictly comply with the epidemic prevention and control requirements of relevant government departments. On site shareholders participating in the meeting shall have valid nucleic acid test negative certificate, travel code and health code "double green code" within 48 hours before entering the venue. (II) on the day of the on-site meeting of the general meeting of shareholders, the shareholders and their agents who intend to attend the on-site meeting shall cooperate with the staff to implement the following preventive measures, including but not limited to the following contents:
1. The temperature measurement is normal;
2. Wear masks that meet the requirements of epidemic prevention and control;
3. Show the travel code and health code "double green code";
4. Have valid nucleic acid test negative certificate for entering the venue.
Anyone attending the on-site general meeting of shareholders should do a good job in personal protection, cooperate with the arrangement of on-site staff, maintain a safe distance, and enter and leave the venue in an orderly manner. All participants should be seated at an interval of not less than 1 meter and wear masks throughout the process. Those who fail to meet or comply with the relevant provisions and requirements of epidemic prevention and control will not be able to enter the site of the shareholders' meeting.
The on-site shareholders and shareholders' agents will enter the site according to the principle of "sign in first and then enter the site", so as to try to keep the on-site number of shareholders' meeting within a reasonable upper limit. The company will also take necessary temporary on-site protective measures to protect shareholders' rights and interests and relevant personal safety according to the on-site situation of the meeting, the requirements of relevant laws and regulations and relevant government regulations.
Agenda of 2021 annual general meeting of shareholders
On site meeting time: 13:00, April 18, 2022
Online voting time: the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
Venue of on-site meeting: Anhui Zhongyuan New Materials Co.Ltd(603527) meeting room (No. 48, Fengming Hubei Road, Wuhu Economic and Technological Development Zone)
Moderator: Mr. Feng Quanhu, chairman
Agenda:
1、 Participants sign in (sign in time: 12:30-12:50, April 18, 2022);
2、 The host read out the attendance of the on-site meeting and announced the beginning of the meeting;
3、 Elect vote counters and scrutineers;
4、 Read out the proposal:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Report on the work of independent directors in 2021;
4. Financial statement report of 2021;
5. 2021 profit distribution plan;
6. Internal control evaluation report in 2021;
7. Proposal on the renewal of accounting firm;
8. Special report on annual deposit and use of raised funds;
9. Annual report 2021 and its summary;
10. Proposal on providing joint and several liability guarantee for the company and its subsidiaries to apply for bank comprehensive credit line;
11. Proposal on daily connected transactions in 2022;
12. Proposal on Amending the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association;
13. Proposal on the remuneration of directors of the company in 2022;
14. Proposal on the remuneration of supervisors of the company in 2022.
5、 Shareholders or their representatives review the above proposals;
6、 Shareholders or shareholders' representatives ask questions about the proposal of the general meeting;
7、 Shareholders or their representatives vote on the above proposals;
8、 The vote counter counts the voting situation of the on-site meeting, and the staff summarizes the voting situation of the on-site meeting and online voting;
9、 The scrutineer reads out the voting results;
10、 The chairman read out the resolutions of the general meeting of shareholders;
11、 The lawyer read out the legal opinion of the shareholders' meeting;
12、 Sign meeting resolutions and minutes;
13、 The moderator declared the meeting closed.
Proposal 1: work report of the board of directors in 2021
Shareholders and shareholder representatives:
See the appendix for the work report of the board of directors in 2021.
This proposal has been deliberated and adopted at the 12th meeting of the 4th board of directors of the company.
Please consider it.
Anhui Zhongyuan New Materials Co.Ltd(603527) board of directors
Anhui Zhongyuan New Materials Co.Ltd(603527)
Work report of the board of directors in 2021
In 2021, the board of directors of Anhui Zhongyuan New Materials Co.Ltd(603527) (hereinafter referred to as the "company") strictly complied with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other laws and regulations, as well as the rules for the listing of shares on the Shanghai Stock Exchange, the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association (hereinafter referred to as the "articles of association") and the rules of procedure of the board of directors, Carry out all work diligently, earnestly perform all responsibilities entrusted by the general meeting of shareholders, resolutely implement all resolutions of the general meeting of shareholders, promote the standardized operation of the company, safeguard the interests of the company and shareholders, and promote the sustainable, healthy and stable development of the company. The work of the board of directors in 2021 is reported as follows:
1、 Operation of the company in 2021
In 2021, the company achieved a total operating income of 67797897 million yuan, a year-on-year increase of 76.74%; The net profit attributable to shareholders of listed companies was 1375416 million yuan, a year-on-year increase of 119.40%, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 1299389 million yuan, a year-on-year increase of 122.11%.
As of December 31, 2021, the total assets of the company were 191990500 yuan, with a year-on-year increase of 35.93%; The shareholders' equity attributable to the parent company was 10549403 million yuan, a year-on-year increase of 11.24%; The basic earnings per share was 0.56 yuan / share, a year-on-year increase of 115.38%; The weighted average return on net assets was 13.76%, an increase of 7.05 percentage points year-on-year.
2、 Work of the board of directors in 2021
The board of directors of the company has 9 directors, including 3 independent directors. The number and personnel composition of the board of directors meet the requirements of laws and regulations and the articles of association. All directors can carry out their work in accordance with the company law, the articles of association, the rules of procedure of the board of directors and other laws, regulations and systems, attend the meeting on time, review various proposals, and perform their duties and obligations diligently. Independent directors can independently perform their duties, strictly review various proposals and make independent, objective and impartial judgments, and express independent opinions on major matters of the company without being affected by the controlling shareholders, actual controllers and other units or individuals with interests in the company. At the same time, the special committees under the board of directors carry out their work carefully and fully exercise their functions and powers.
(I) board meeting
In 2021, the board of directors of the company earnestly performed its duties in accordance with the legal rights conferred by the company law and the articles of association, and held five meetings of the board of directors, as shown in the following table:
Date session proposal
Proposal 1: proposal on the foreign investment of a wholly-owned subsidiary in Anhui an4th liuciwa New Energy Technology Co., Ltd;
February 8, 2021
Proposal II of the second board meeting: proposal on the company's application for comprehensive credit from the bank.
Proposal 1: 2020 general manager's work report;
Proposal 2: 2020 work report of the board of directors;
Proposal 3: report on the work of independent directors in 2020;
Proposal IV. performance of the audit committee of the board of directors in 2020
