Securities code: Shenzhen Cotran New Material Co.Ltd(300731) securities abbreviation: Shenzhen Cotran New Material Co.Ltd(300731) Announcement No.: 2022009 Shenzhen Cotran New Material Co.Ltd(300731)
Announcement on the resolution of the fifth meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. The fifth meeting of the third board of supervisors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as ” Shenzhen Cotran New Material Co.Ltd(300731) ” and “the company”) was held at 14:00 p.m. on April 8, 2022 in the conference room on the first 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 supervisors on March 28, 2022.
2. Three supervisors should attend the meeting, three supervisors actually attended the on-site meeting, and the company’s senior managers attended the meeting as nonvoting delegates.
3. The meeting was presided over by Ma Ting, chairman of the board of supervisors.
4. 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 supervisors.
2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After examination, the board of supervisors believes that the procedures of the full text and abstract of the 2021 annual report prepared by the company comply with laws, administrative regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no 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: 3 in favor, 0 abstention and 0 against.
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 supervisors in 2021 was deliberated and adopted
During the reporting period, the board of supervisors of the company conscientiously performed its duties in accordance with laws and regulations, normative documents and the articles of association, supervised the legal operation of the company and the performance of duties by directors and senior managers of the company, safeguarded the legitimate rights and interests of the company and shareholders and promoted the standardized operation 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. ）Work report of the board of supervisors in 2021. Voting results: 3 in favor, 0 abstention and 0 against.
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 examination, the board of supervisors believes that the company’s financial report truly reflects the company’s financial situation and operating results, and the audit report is true and reasonable. The financial statement of 2021 prepared by the company truly, legally and completely reflects the situation of the company, and there are no 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. ）Financial final accounts report of 2021.
Voting results: 3 in favor, 0 abstention and 0 against.
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 passed
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 supervisors reviewed the audit report.
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. ）2021 annual audit report.
Voting results: 3 in favor, 0 abstention and 0 against.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The board of supervisors considered that the company’s profit distribution plan for 2021 was in line with the actual situation of the company and better took into account the immediate and long-term interests of shareholders on the premise of ensuring the normal operation and long-term development of the company; Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), and there is no violation of laws, regulations or damage to the interests of the company’s shareholders, especially the minority shareholders.
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 company’s profit distribution plan for 2021 (Announcement No.: 2022010).
Voting results: 3 in favor, 0 abstention and 0 against.
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
Upon examination, the board of supervisors believes that the deposit and actual use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the company’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and there are no violations in 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 the company’s raised funds in 2021 (Announcement No.: 2022011).
Voting results: 3 in favor, 0 abstention and 0 against.
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 examination, the board of supervisors believes 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.
Voting results: 3 in favor, 0 abstention and 0 against.
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 examination, the board of supervisors held 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 did it provide the funds directly or indirectly to the controlling shareholders and other related parties for use.
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. Voting results: 3 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Review 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.
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).
Since the remuneration of supervisors in this proposal is related to the interests of all supervisors, and all supervisors are affiliated supervisors, 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 Amending the articles of association and related systems
After examination, the board of supervisors believes that the revision of the articles of association and relevant systems is in line with the provisions of the company law, the securities law and other relevant laws, administrative regulations, departmental rules, normative documents and the actual situation of the company, and in line with the interests of the company and shareholders.
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 Amending the articles of association and related systems (Announcement No.: 2022014).
Voting results: 3 in favor, 0 abstention and 0 against.
The proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting shares held by the shareholders attending the meeting.
11. The proposal on the unfulfilled exercise of the third exercise period / lifting of restrictions on sale period / lifting of restrictions on sale conditions of 2018 stock option and restricted stock incentive plan was deliberated and adopted
After examination, the board of supervisors held that: in view of the fact that the net profit growth rate achieved by the company in 2021 did not meet the performance assessment requirements at the company level, the third exercise period / release period of the company’s stock option and restricted stock incentive plan in 2018 was not fulfilled, The above matters comply with the relevant provisions of the administrative measures for equity incentive of listed companies, the 2018 stock option and restricted stock incentive plan (Draft) and the administrative measures for the implementation and assessment of the 2018 equity incentive plan. In the third exercise period / release period of the company’s 2018 stock option and restricted stock incentive plan, the outstanding matters of exercise / release of restrictions do not harm the interests of the company and all shareholders.
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 unfulfilled exercise / release of restrictions in the third exercise period / release period of the stock option and restricted stock incentive plan in 2018 and the cancellation of some stock options and the repurchase and cancellation of some restricted shares (Announcement No.: 2022015).
Voting results: 3 in favor, 0 abstention and 0 against.
12. The proposal on canceling some stock options and repurchasing and canceling some restricted shares was reviewed and approved. The board of supervisors considered that the board of supervisors had verified the number of cancelled stock options and repurchased and cancelled some restricted shares and the list of incentive objects involved, and the matters of canceling some stock options and repurchasing and canceling some restricted shares this time, Comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s 2018 stock option and restricted stock incentive plan (Draft), perform the necessary decision-making procedures, and will not have a material impact on the company’s financial status and operating results, and there is no situation damaging the interests of the company and shareholders. The board of supervisors unanimously agreed to cancel some stock options and repurchase and cancel some restricted shares. This matter can only be implemented after being deliberated and approved by the general meeting of shareholders 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 unfulfilled exercise / release of restrictions in the third exercise period / release period of the stock option and restricted stock incentive plan in 2018 and the cancellation of some stock options and the repurchase and cancellation of some restricted shares (Announcement No.: 2022015).
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval by more than two-thirds of the effective voting shares held by the shareholders attending the meeting.
13. The proposal on the company’s dividend return plan for shareholders in the next three years (20222024) was reviewed and approved
After examination, the board of supervisors considered that the plan for shareholders’ dividend return in the next three years (20222024) prepared by the board of directors of the company complied with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3), the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37) and the articles of association, and was in line with the actual situation of the company, It helps to improve and improve the company’s sustained and stable dividend policy and supervision mechanism, and effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
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. ）Shareholders’ dividend return plan for the next three years (20222024).
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval by more than two-thirds of the effective voting shares held by the shareholders attending the meeting.
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