Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022014 Kede Numerical Control Co.Ltd(688305)
Announcement of resolutions of the 22nd Meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as “the company”) the board of directors sent the notice of convening the 22nd Meeting of the second board of directors by e-mail on March 28, 2022. The meeting was held in the company’s conference room on April 7, 2022 by on-site combined communication and made a resolution. There were 9 directors of the company and 9 directors actually attended the meeting. The meeting was presided over by Mr. Yu benhong, chairman of the board. The convening, convening and voting of this meeting comply with the provisions of the company law and other laws and regulations and the articles of association. The meeting considered and adopted the following matters one by one:
1、 Deliberated and passed the proposal on the work report of the board of directors in 2021
The board of directors reviewed and approved the contents of the work report of the board of directors of the company in 2021.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the 2021 annual report of independent directors of the company was deliberated and adopted
The board of directors reviewed and approved the contents of the 2021 annual report of independent directors of the company.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 annual work report of independent directors of the company disclosed.
3、 Deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The board of directors reviewed and approved the contents of the company’s 2021 annual financial statement report.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Deliberated and passed the proposal on the company’s 2022 annual financial budget report
The board of directors reviewed and approved the contents of the company’s 2022 financial budget report.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
As the company is in the development stage of rapid growth of business scale and orders and gradual expansion of production capacity, considering that the net operating cash flow of the company in 2021 is negative, combined with the current capital situation and actual business development needs of the company, according to relevant laws and regulations and the articles of Association, after careful research and discussion, the board of directors agreed that the company would not distribute cash dividends and bonus shares in 2021, The undistributed profits will be used to promote the sustainable development of the company and meet the needs of the company’s daily production and operation and project investment.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on profit distribution plan for 2021 (Announcement No.: 2022016) disclosed.
7、 Deliberated and passed the proposal on changes in accounting policies
The board of directors reviewed and agreed that the company will implement the changed accounting policies from January 1, 2021 in accordance with the relevant provisions on the implementation of accounting standards for business enterprises issued by the accounting department of the Ministry of Finance on November 2, 2021,
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The disclosed announcement on changes in accounting policies (Announcement No.: 2022017).
8、 The proposal on re employment of the company’s audit institution and internal control audit institution in 2022 was deliberated and adopted
The board of directors approved the company to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 for one year. The general meeting of shareholders authorizes the management of the company to negotiate with Lixin Certified Public Accountants (special general partnership) and sign relevant service agreements according to the specific audit requirements of the company in 2022, the industry and business scale of the company, and considering the factors such as the level of project team members, investment time and work quality of Lixin Certified Public Accountants (special general partnership).
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on renewing the appointment of accounting firms (Announcement No.: 2022018).
9、 The proposal on the prediction of the company’s daily connected transactions was deliberated and adopted
The board of directors deliberated and agreed on the daily connected transactions expected to occur due to the needs of the company’s business development and production and operation.
Voting result: 7 affirmative votes; No negative vote; With no abstention, Mr. Yu benhong and Mr. Ruan Sanya, the related directors, abstained from voting.
Independent directors have expressed their independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the prediction of daily connected transactions of the company (Announcement No.: 2022019).
10、 Deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021
The board of directors reviewed and approved the contents of the special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of the company’s raised funds in 2021 (Announcement No.: 2022020).
11、 Deliberated and adopted the proposal on Kede Numerical Control Co.Ltd(688305) 2021 annual report and its summary
The contents of Kede Numerical Control Co.Ltd(688305) 2021 annual report and its abstract comply with the provisions of relevant laws and regulations. The contents truly, accurately and completely reflect the company’s financial status, operating results and other information, and there are no false records, misleading statements or major omissions. The board of directors reviewed and approved the contents of Kede Numerical Control Co.Ltd(688305) 2021 annual report and its summary.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Kede Numerical Control Co.Ltd(688305) 2021 and its summary.
12、 The proposal on confirming the remuneration of the company’s directors in 2021 and determining the remuneration scheme in 2022 was deliberated and adopted
In accordance with the company law and other relevant laws and regulations, the articles of association, the rules of procedure of the remuneration and assessment committee of the board of directors and other company systems, combined with the actual business situation, assessment system and post responsibilities of the company, and with reference to the remuneration level of the industry and region of the company, the company has been evaluated by the human resources department of the company and reviewed by the remuneration and assessment committee of the board of directors, Determine the remuneration of the company’s directors in 2021 and determine the remuneration plan in 2022.
All directors of this proposal avoid voting and directly submit it to the general meeting of shareholders of the company for deliberation.
13、 The proposal on confirming the remuneration of the company’s senior managers in 2021 and determining the remuneration scheme in 2022 was reviewed and approved
In accordance with the company law and other relevant laws and regulations, the articles of association, the rules of procedure of the remuneration and assessment committee of the board of directors and other company systems, combined with the actual business situation, assessment system and post responsibilities of the company, and with reference to the remuneration level of the industry and region of the company, the company has been evaluated by the human resources department of the company and reviewed by the remuneration and assessment committee of the board of directors, The board of directors reviewed and approved the remuneration of the company’s senior managers in 2021 and determined the remuneration plan in 2022.
Voting result: 7 affirmative votes; No negative vote; Mr. Chen Hu and Ms. Zhu Lihua abstained from voting.
Independent directors have expressed their independent opinions on this proposal.
14、 Deliberated and adopted the proposal on by election of independent directors of the second board of directors of the company
The nomination committee of the second session of the board of directors proposed and conducted qualification examination. Mr. Zhao Ming meets the qualifications and conditions for serving as an independent director of the company. The board of directors of the company nominated Mr. Zhao Ming as an independent director candidate of the second session of the board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the term of office of the second session of the board of directors. If Mr. Zhao Ming is appointed as an independent director with the consent of the general meeting of shareholders of the company, the board of directors of the company agrees to elect Mr. Zhao Ming as the chairman of the remuneration and assessment committee, the member of the nomination committee and the member of the audit committee of the second board of directors of the company, and the term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the term of office of the second board of directors. Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on by election of independent directors of the second board of directors of the company (Announcement No.: 2022021).
15、 The proposal on the application for comprehensive credit line by the company and its holding subsidiaries in 2022 was deliberated and adopted
The board of directors reviewed and agreed that according to the company’s business development plan for 2022, the company and its holding subsidiaries applied to financial institutions for a comprehensive credit line of no more than RMB 300 million in 2022. The credit term is valid within 12 months from the date when the proposal is considered and approved by the board of directors. The board of directors agrees to authorize the management to handle the procedures related to comprehensive credit and guarantee within the above line and sign relevant documents (including but not limited to contracts, agreements, vouchers and other legal documents related to credit, loan, guarantee, mortgage, financing and so on) according to the needs of the business development of the company and its holding subsidiaries.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the application for comprehensive credit line by the company and its holding subsidiaries in 2022 (Announcement No.: 2022022).
16、 The proposal on the use of idle self owned funds for cash management by the company and its holding subsidiaries was deliberated and adopted
The board of directors agreed that in order to improve the use efficiency of the company’s and its holding subsidiaries’ own funds, the company and its holding subsidiaries use idle own funds of no more than RMB 200 million for cash management and purchase investment products sold by financial institutions with high safety, good liquidity and legal business qualification without affecting the safety of their own funds and normal production and operation, The service life shall be valid within 12 months from the date when the proposal is considered and approved by the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. The board of directors agrees to authorize the company’s operation and management to exercise specific investment decision-making power within the above limit, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting the variety of cash management products, signing contracts and agreements, etc. the specific matters shall be organized and implemented by the company’s finance department.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the company and its holding subsidiaries using idle self owned funds for cash management (Announcement No.: 2022023).
17、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock exchange, the general meeting of shareholders is requested to authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year in a simple procedure, The authorization period is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures (Announcement No.: 2022024).
18、 Deliberated and passed the proposal on Amending Kede Numerical Control Co.Ltd(688305) articles of Association
The board of directors reviewed and agreed to amend some provisions of Kede Numerical Control Co.Ltd(688305) articles of association, and the relevant changes shall be subject to the contents approved by the industrial and commercial registration authority.
