Securities code: Shenzhen Cotran New Material Co.Ltd(300731) securities abbreviation: Shenzhen Cotran New Material Co.Ltd(300731) Announcement No.: 2022008 Shenzhen Cotran New Material Co.Ltd(300731)
Announcement on the resolution of the sixth meeting of the third 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
1. The sixth meeting of the third board of directors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” and ” Shenzhen Cotran New Material Co.Ltd(300731) “) was held at 10:00 a.m. on April 8, 2022 in the conference room on the third floor of plant 2, Fuchuan science and Technology Park, Tongfu Industrial Park, Zhenmei community, Xinhu street, Guangming District, Shenzhen. The notice of the meeting was issued to all directors on March 28, 2022.
2. The meeting was presided over by Chairman Zhou Dong. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting. Mr. Li Suoyuan and Mr. Zhan Guobin considered and voted on the matters of the meeting by means of communication voting. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates.
3. The meeting was held in accordance with the relevant provisions of the company law and the articles of association on the convening of the board of directors.
2、 Deliberations of the board meeting
The directors attending the meeting fully discussed the proposals to be considered at the meeting and considered the following proposals:
1. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After deliberation, the board of directors unanimously agreed that the full text and abstract of the company’s 2021 annual report comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange, and the content of the report truly, accurately and completely reflects the company’s operation in 2021, without false records, misleading statements or major omissions. For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Annual report of 2021 and summary of annual report of 2021 (Announcement No.: 2022007).
Voting results: 7 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
After deliberation, the board of directors unanimously agreed that in 2021, all directors strictly abide by the company law and other laws and regulations, earnestly perform various duties entrusted by the articles of association, strictly implement various resolutions of the general meeting of shareholders, actively promote the implementation of various resolutions of the board of directors, constantly standardize the corporate governance structure, fulfill their duties and duties diligently, and have done a lot of fruitful work for the scientific decision-making and standardized operation of the board of directors, Effectively protect the interests of the company and all shareholders.
During the reporting period, Chen Li, Kong Tao and Zhong Yu, who served as independent directors of the second board of directors of the company, and Kong Tao, Chang Junfeng and Lin Yingxue, who served as independent directors of the third board of directors, respectively submitted the 2021 report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company, For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Report on the work of the board of directors in 2021 and report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 abstention and 0 opposition.
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 financial statement report
After deliberation, the board of directors agreed that the company’s 2021 financial statement objectively and truly reflected the company’s financial situation and operating results in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021. Voting results: 7 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company’s 2021 annual audit report was deliberated and adopted
The audit institution of the company notarized Tianye Certified Public Accountants (special general partnership) issued a standard unqualified audit report after auditing the financial statements of the company in 2021, and the board of directors reviewed the audit report.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）2021 annual audit report.
Voting results: 7 in favor, 0 abstention and 0 opposition.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
According to the standard unqualified audit report issued by notarized Tianye Certified Public Accountants (special general partnership) for the company, the net profit attributable to the shareholders of the listed company in 2021 was -1274781668 yuan, and the net profit of the parent company was -647151331 yuan. According to the relevant provisions of the company justice and the articles of association, the statutory surplus reserve of 0 yuan was withdrawn according to 10% of the net profit of the parent company in 2021, Plus 14893505242 yuan of undistributed profits from previous years, minus 1258598456 yuan of cash dividends distributed in 2020, the profit available for distribution to investors at the end of this year is 12987755455 yuan, and the balance of capital reserve of the parent company at the end of this year is 344299600 yuan.
Based on the above situation, according to the relevant provisions of the company law and the articles of association, the company comprehensively considers the current operating conditions and future development needs, and formulates the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, no conversion of provident fund into share capital, and the undistributed profits are carried forward to the next year. The profit distribution plan complies with the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the profit distribution policy in the articles of association.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement on the company’s profit distribution plan for 2021 (Announcement No.: 2022010).
The independent directors of the company expressed their independent opinions on this.
Voting results: 7 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the company’s special report on the deposit and actual use of raised funds in 2021 was reviewed and approved
After deliberation, the board of directors agreed that the deposit and actual use of the company’s raised funds in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the company’s raised funds management system, and there is no violation of the deposit and use of raised funds. The contents of this special report are true, accurate and complete, without false records, misleading statements and major omissions. It truthfully reflects the deposit and actual use of the company’s raised funds in 2021, and there are no violations of the deposit and use of raised funds.
For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Special report of the board of directors on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022011).
The independent directors of the company expressed their independent opinions on this.
Voting results: 7 in favor, 0 abstention and 0 opposition.
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 the company’s self evaluation report on internal control in 2021
After deliberation, the board of directors agreed that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company’s internal control system has strong pertinence, rationality and effectiveness, has been well implemented and implemented, and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company’s business activities and the control of business risks.
For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
The independent directors of the company expressed their independent opinions on this.
Voting results: 7 in favor, 0 abstention and 0 opposition.
8. The proposal on the company’s 2021 special description on the occupation of non operating funds and other related capital transactions was reviewed and approved
After deliberation, the board of directors agreed that in 2021, the company did not occupy the company’s funds in violation of regulations by the controlling shareholders and other related parties, nor provided the funds directly or indirectly to the controlling shareholders and other related parties.
For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Special instructions on the occupation of non operating funds and other related capital transactions in Shenzhen Cotran New Material Co.Ltd(300731) 2021. The independent directors of the company expressed their independent opinions on this.
Voting results: 7 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberating the proposal on the remuneration plan of the company’s directors and supervisors in 2022
According to the articles of association and the actual situation such as the company’s business scale, and with reference to the salary level of the industry, the company has formulated the salary plan for directors and supervisors in 2022. The matter has been deliberated by the remuneration and assessment committee of the board of directors of the company.
For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the remuneration scheme of directors, supervisors and senior managers of the company in 2022 (Announcement No.: 2022012).
The independent directors of the company expressed their independent opinions on this.
Since the remuneration of directors in this proposal is related to the interests of all directors and all directors are affiliated directors, the proposal on the remuneration scheme of directors and supervisors in 2022 cannot be resolved, so it is directly submitted to the 2021 annual general meeting for deliberation.
10. Deliberated and passed the proposal on the compensation scheme for senior managers of the company in 2022
After deliberation, the board of Directors believes that the remuneration plan for senior managers of the company in 2022 is formulated in accordance with the articles of association, working rules of the remuneration and assessment committee and other relevant systems of the company, in combination with the actual situation of the company’s business scale and with reference to the remuneration level of the industry.
For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the remuneration scheme of directors, supervisors and senior managers of the company in 2022 (Announcement No.: 2022012).
The independent directors of the company expressed their independent opinions on this. Zhou Dong, an affiliated director of the company, avoided voting. Voting results: 6 in favor, 0 abstention, 0 opposition and 1 avoidance.
11. Deliberated and passed the proposal on the special explanation on the realization of the performance commitment of equity acquisition
According to the equity transfer agreement of Wuxi Kuncheng New Material Technology Co., Ltd. between Shenzhen Cotran New Material Co.Ltd(300731) and Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership) signed by the company and Shenzhen Huizhi Xinyuan venture capital enterprise (limited partnership), the former shareholder of Wuxi Kuncheng New Material Technology Co., Ltd. (hereinafter referred to as “Wuxi Kuncheng”), Huizhi Xinyuan, the former shareholder of Wuxi Kuncheng, promised that the net profit of Wuxi Kuncheng in 2019, 2020 and 2021 will not be less than 15 million yuan, 16 million yuan and 17 million yuan respectively, and the net profit will be calculated based on the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses.
According to the audit, Wuxi Kuncheng achieved a net profit of 1796375579 yuan attributable to the shareholders of the parent company in 2021. After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 1798412210 yuan, more than 98412210 yuan compared with the performance commitment of 1700000000 yuan. The completion rate of performance commitment in 2021 was 105.79%. The net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses accumulated from 2019 to 2021 is 5087872401 yuan, and the cumulative completion rate of performance commitments is 106.00%. Based on the above situation, Huizhi Xinyuan does not need to compensate the company in 2021.
For details of the information disclosed on the website designated by the CSRC on the same day, please refer to the announcement of the company on the website designated by the CSRC（ http://www.cn.info.com.cn. ）Special instructions on the realization of performance commitments for the acquisition of equity (Announcement No.: 2022013).
Voting results: 7 in favor, 0 abstention and 0 opposition.
