Securities code: China Resources Chemical Innovative Materials Co.Ltd(301090) securities abbreviation: China Resources Chemical Innovative Materials Co.Ltd(301090) Announcement No.: 2022017 China Resources Chemical Innovative Materials Co.Ltd(301090)
Announcement of resolutions of the 24th Meeting of the first 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、 Convening and attendance of the meeting
China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as "the company") the notice of the 24th Meeting of the first board of directors was sent in writing and e-mail on March 29, 2022. The meeting was held in conference room 507 of the company by on-site and communication voting at 14:00 p.m. on April 8, 2022. There were 9 directors, including Chen Xiaojun, Zhang Liang, Chen Xiangjun, Yang Shixu, Rong Jian Seven directors including Zhu Limin and Guo Baohua attended the meeting by means of communication, and the Secretary of the board of directors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Chen Xiaojun, chairman of the company. The convening, convening and voting of the meeting comply with the provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective. 2、 Deliberations of the board meeting
After deliberation by all directors, relevant proposals were passed by open ballot at this meeting, and the following resolutions were formed:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
After deliberation, the board of Directors believes that the work report of the board of directors in 2021 truly, accurately and completely reflects the work of the board of directors of the company, and there are no false records, misleading statements or major omissions. The independent directors of the company submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 general meeting of shareholders. For details of the report, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(II) deliberated and passed the proposal on the company's annual work report of the general manager in 2021
After deliberation, the board of Directors believes that the annual work report of the general manager in 2021 objectively and truly reflects the overall operation of the company in 2021, the management of the company has effectively implemented the resolutions of the board of directors, and the overall operation of the company is in good condition.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(III) the proposal on the company's 2021 annual report and its summary was deliberated and adopted
After deliberation, the board of Directors believes that the information contained in the full text and abstract of the company's 2021 annual report is true, accurate and complete, and there are no false records, misleading statements or major omissions. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(IV) deliberated and passed the proposal on the company's financial statement report in 2021
After deliberation, the board of Directors believes that the company's financial statement for 2021 objectively and truly reflects the financial situation, operating results and cash flow in 2021. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(V) deliberated and approved the plan for profit distribution of the company in 2021
Audited by Tianzhi International Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements in 2021 was 48225360314 yuan, of which the parent company realized a net profit of 41672865291 yuan. According to the provisions of the articles of association and other relevant laws and regulations, 4167286529 yuan of statutory surplus reserve was withdrawn according to 10% of the net profit realized by the parent company in 2021. As of December 31, 2021, the accumulated undistributed profit of the parent company was 73278283976 yuan and the undistributed profit in the consolidated statements was 125903044932 yuan.
In order to ensure the reasonable return on investment of shareholders, According to the notice of China Securities Regulatory Commission on further implementing matters related to cash dividends of listed companies No. 3 guidelines for the supervision of listed companies - listed public interests and the long-term development of the company. On the premise of ensuring the normal operation and business development of the company, the profit distribution plan proposed by the company is as follows: it is proposed to distribute a cash dividend of RMB 0.49 (including tax) to all shareholders for every 10 shares based on the total share capital of the company as of December 31, 2021 A total cash dividend of 7249141110 yuan was distributed, and the remaining undistributed profits were accumulated to the next year. No bonus shares will be given this time, nor will the capital reserve be converted into share capital. During the period from the disclosure of this distribution plan to its implementation, if the total share capital of the company changes, the profit distribution plan will adjust the distribution proportion according to the principle that the total amount of cash dividends remains unchanged. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(VI) deliberated and passed the proposal on the company's special report on the deposit and use of raised funds in 2021
After deliberation, the board of Directors believes that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, there is no illegal use of raised funds, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The contents of the company's special report on the deposit and use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company have expressed their independent opinions on this proposal, and Tianzhi International Certified Public Accountants (special general partnership) has reviewed this report and issued the assurance report on the annual storage and use of raised funds [Tian Ye Zi [2022] No. 10783], and the sponsor China Securities Co.Ltd(601066) has also issued no objection verification opinions.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(VII) deliberated and passed the proposal on the company's internal control evaluation report in 2021
After deliberation, the board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. The company's 2021 internal control evaluation report objectively and truly reflects the construction and operation of the company's internal control system. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
The independent directors of the company have expressed their independent opinions on this proposal. Tianzhi International Certified Public Accountants (special general partnership) has verified the effectiveness of internal control related to financial reporting involved in the above report, issued the internal control assurance report [tianzhiye Zi [2022] No. 10576], and the sponsor China Securities Co.Ltd(601066) has also issued written verification opinions.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(VIII) deliberated and passed the proposal on the company's reappointment of the audit institution and internal control assurance institution in 2022
After deliberation, the board of directors held that during the period of serving as the company's audit institution, Tianzhi International Certified Public Accountants (special general partnership) strictly followed the provisions of the auditing standards for Chinese certified public accountants, followed the independent, objective and impartial practice standards, earnestly performed the responsibilities of the audit institution, and better completed various financial statement audits and relevant assurance services. In order to maintain the stability and continuity of the company's audit work, it is unanimously agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution and internal control assurance institution in 2022. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
All independent directors have expressed their prior approval opinions and clearly agreed independent opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(IX) the proposal on requesting the general meeting of shareholders to authorize the board of directors to donate abroad in 2022 was deliberated and adopted. In order to effectively fulfill the company's social responsibility and support the national new socialist countryside construction and targeted poverty alleviation policy, in accordance with the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022) of the CSRC, it was agreed that the company, on the premise of ensuring its daily operation in accordance with laws and regulations, The general meeting of shareholders is requested to authorize the board of directors of the company to make external donation within the limit of no more than RMB 5 million (including the equivalent amount of donated materials). The source of donation funds is the company's own funds. The specific donation matters shall be implemented in accordance with the provisions of the company's rights and responsibilities operation manual. The authorization period is from the date of deliberation and approval at the annual general meeting of shareholders of the company in 2021 to December 31, 2022.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
(x) deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders of the company
After deliberation, it is agreed that the company will hold the 2021 annual general meeting of shareholders at 14:00 on May 10, 2022 to review the above proposals to be submitted to the general meeting of shareholders for deliberation.
Voting: 9 votes in favor; 0 abstention; 0 votes against, and the motion was passed.
3、 Documents for future reference
1. Resolution of the 24th Meeting of the first board of directors;
2. Independent opinions of independent directors on matters related to the 24th Meeting of the first board of directors; 3. Prior approval opinions of independent directors on matters related to the 24th Meeting of the first board of directors;
4. China Securities Co.Ltd(601066) special verification opinions on the deposit and use of raised funds in China Resources Chemical Innovative Materials Co.Ltd(301090) 2021;
5. China Securities Co.Ltd(601066) verification opinions on the internal control evaluation report of China Resources Chemical Innovative Materials Co.Ltd(301090) 2021;
6. Verification report on annual deposit and use of raised funds issued by Tianzhi International Certified Public Accountants (special general partnership) [Tian Zhi Ye Zi [2022] No. 10783];
7. Internal control assurance report issued by Tianzhi International Certified Public Accountants (special general partnership) [Tianzhi Zi [2022] No. 10576].
It is hereby announced!
China Resources Chemical Innovative Materials Co.Ltd(301090) board of directors
April 8, 2022
