Securities code: Yantai Tayho Advanced Materials Co.Ltd(002254) stock abbreviation: Yantai Tayho Advanced Materials Co.Ltd(002254) Announcement No.: 2022015
Yantai Tayho Advanced Materials Co.Ltd(002254)
Announcement of resolutions of the 16th meeting of the 10th 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.
Yantai Tayho Advanced Materials Co.Ltd(002254) the 16th meeting (regular meeting) of the 10th board of directors was held in the company on April 7, 2022 by means of on-site communication. The meeting was convened and presided over by Mr. Song Xiquan, chairman of the board. The notice of the meeting was sent by hand and e-mail on March 25, 2022. There are 11 directors who should attend the meeting and 11 directors who actually attend the meeting, of which 9 directors attend the meeting on site and 2 directors attend the meeting by means of communication. Comply with relevant laws, administrative regulations, departmental rules and the articles of association. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting adopted the following resolutions:
1. The 2021 general manager's work report was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes. 2. The financial final report of 2021 and the financial budget report of 2022 were adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
See cninfo.com on April 11, 2022 for details of the financial final report of 2021 and the financial budget report of 2022.
The report needs to be submitted to the 2021 annual general meeting for approval.
3. The profit distribution plan for 2021 was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes:
According to the audit of ShineWing Certified Public Accountants (special general partnership), the company (parent company) realized a net profit of 55984346939 yuan in 2021. According to the provisions of the company law and the articles of association, 10% of the surplus reserve of 5598434694 yuan was withdrawn, plus the undistributed profit at the beginning of the year of 135152770885 yuan, minus the distribution to shareholders of 47907615140 yuan, The balance of distributable profits is 137631067990 yuan.
In order to actively give back to investors, the company plans to distribute cash dividends of RMB 5 (tax included) for every 10 shares to all shareholders based on the total number of 684394502 shares as of December 31, 2021, with a total cash dividend of RMB 34219725100 (tax included). This profit distribution will not give bonus shares or convert capital reserve into share capital. After the implementation of this profit distribution, the undistributed profit balance is 103411342890 yuan and the capital reserve balance is 101554574878 yuan, which will be reserved for future distribution.
If the total share capital of the company changes before the date of equity distribution and equity registration, it is proposed to maintain the total amount of distribution unchanged, adjust the distribution proportion per share accordingly, and make a separate announcement.
The company's profit distribution plan complies with the distribution policy stipulated in the articles of association and the shareholder return plan.
Independent directors have expressed independent opinions on the 2021 profit distribution plan: after careful review, they believe that the 2021 profit distribution plan proposed by the board of directors of the company complies with the relevant provisions of the articles of association, the actual situation and long-term development needs of the company, and is conducive to the maintenance of the long-term interests of all shareholders of the company. We agree that the board of directors put forward the plan and submit it to the general meeting of shareholders for deliberation. See the above independent opinions on cninfo.com on April 11, 2022.
The plan needs to be submitted to the 2021 annual general meeting for approval.
4. The 2021 annual work report of the board of directors was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes. The work report of the board of directors in 2021 is detailed in Section III of the full text of the annual report in 2021.
The report needs to be submitted to the 2021 annual general meeting for approval.
Zou Zhiyong, Wang Jifa, Jin Fuhai and Cheng Yongfeng, the independent directors, submitted their report on their work in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. The report of independent directors is detailed in cninfo.com on April 11, 2022.
5. The annual report for 2021 and its summary were adopted by 11 votes in favor, 0 abstentions and 0 against. The summary of the 2021 annual report is detailed in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on April 11, 2022. The full text of the 2021 annual report is detailed in cninfo.com on April 11, 2022.
The independent directors issued special instructions and independent opinions on the occupation of the company's funds by the company's controlling shareholders and other related parties and the company's external guarantee in 2021. See cninfo.com on April 11, 2022 for details.
The board of supervisors reviewed the 2021 annual report and its summary and issued review opinions. For details, see the resolution announcement of the board of supervisors published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on April 11, 2022.
The report needs to be submitted to the 2021 annual general meeting for approval.
6. The internal control self-evaluation report of 2021 was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
See cninfo.com on April 11, 2022 for details of self-evaluation report on internal control in 2021. ShineWing Certified Public Accountants (special general partnership) issued audit opinions on the internal control of the company in 2021. See cninfo.com on April 11, 2022 for details.
Independent directors have expressed independent opinions on the evaluation report. See cninfo.com on April 11, 2022 for details.
The board of supervisors reviewed the evaluation report and issued audit opinions. For details, see the resolution announcement of the board of supervisors published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo online on April 11, 2022.
7. The special report on the deposit and use of raised funds in 2021 was adopted by 11 votes in favor, 0 votes in abstention and 0 votes against.
The special report on the deposit and use of raised funds in 2021 is detailed on cninfo.com on April 11, 2022.
ShineWing Certified Public Accountants (special general partnership) issued assurance opinions on the special report. See cninfo.com on April 11, 2022 for details.
The company's independent financial consultant Citic Securities Company Limited(600030) issued verification opinions. For details, see the special verification report of Citic Securities Company Limited(600030) on the deposit and use of Yantai Tayho Advanced Materials Co.Ltd(002254) annual raised funds in 2021 disclosed by the company on cninfo.com on April 11, 2022.
The board of supervisors reviewed the special report on the deposit and use of raised funds in 2021 and issued audit opinions. For details, see the resolution announcement of the board of supervisors published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo on April 11, 2022.
8. With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on renewing the appointment of the accounting firm was adopted: it was agreed that the company would renew the appointment of ShineWing Certified Public Accountants (special general partnership) as the company's audit institution in 2022, with a term of one year and an audit fee of RMB 700000.
The proposal needs to be submitted to the 2021 annual general meeting for approval.
See the announcement on the proposed renewal of accounting firm on juchao.com on February 2021.
For the renewal of the accounting firm, the independent directors of the company signed the approval opinions in advance and issued independent opinions. See cninfo.com on April 11, 2022 for the independent opinions.
9. The proposal on Approving the daily connected transactions in 2022 was adopted with 9 affirmative votes, 0 abstention votes and 0 negative votes. During the voting, Chen Dianxin and Li He, the related directors, withdrew.
The proposal needs to be submitted to the 2021 annual general meeting for approval.
See China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on April 11, 2022 for details of the announcement on the forecast of daily connected transactions in 2022.
For the daily related party transactions in 2022, the independent directors of the company signed the prior approval opinions and issued independent opinions. See cninfo.com on April 11, 2022 for the independent opinions.
10. The proposal on Approving the bank's comprehensive credit line in 2022 was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes:
It is agreed that the company will apply to the bank for a credit line with a total amount of no more than RMB 11 billion in 2022 for project loans and bank loans, letters of credit, acceptance, letter of guarantee, factoring and other businesses required for daily operation (the specific varieties shall be agreed between the management and each bank as needed). The above credit line can be recycled and can be appropriately adjusted among different entities. The specific financing amount will be determined according to the project construction progress and the capital demand of production and operation. Authorize the chairman to handle the above matters on behalf of the company and sign relevant contracts and documents. This resolution is valid for one year.
11. The proposal on re approving the guarantee amount for each subsidiary was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
See China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on April 11, 2022 for details of the announcement on re approving the guarantee amount for each subsidiary.
The proposal needs to be submitted to the 2021 annual general meeting for approval.
12. The proposal on using temporarily idle self owned funds to purchase financial products was adopted with 11 votes in favor, 0 abstentions and 0 against.
It is agreed that the company (including its holding subsidiaries) shall use its own funds temporarily idle to purchase bank financial products (risk level ≤ R2 stable) or securities firm income certificates (risk level ≤ R2 medium and low risk) with high safety, good liquidity and short term (no more than 182 days) on the premise of ensuring normal operation and capital safety, and the cumulative effective amount shall not exceed RMB 700 million. Within the above limit, the funds can be used on a rolling basis, but the cumulative effective balance at any time point (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the above limit. Authorize the chairman of the company to sign relevant agreements with relevant parties after the proposal is passed by the board of directors. This resolution is valid for one year.
Independent directors have expressed independent opinions on the proposal. See cninfo.com on April 11, 2022 for details. 13. The proposal on Amending the articles of association was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes. For details of the amendment to the articles of association, please refer to cninfo.com on April 11, 2022.
The proposal needs to be submitted to the 2021 annual general meeting for approval.
14. The proposal on Amending the rules of procedure of the general meeting of shareholders was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
The amendment to the rules of procedure of the general meeting of shareholders is detailed in cninfo.com on April 11, 2022.
The proposal needs to be submitted to the 2021 annual general meeting for approval.
15. The proposal on Amending the rules of procedure of the board of directors was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
The amendment to the rules of procedure of the board of directors is detailed in cninfo.com on April 11, 2022.
The proposal needs to be submitted to the 2021 annual general meeting for approval.
16. The proposal on Amending the external guarantee management system was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
The revised external guarantee management system is detailed in cninfo.com on April 11, 2022.
17. The proposal on Amending the information disclosure affairs management system was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
The revised information disclosure management system is detailed in cninfo.com on April 11, 2022. 18. The proposal on Amending the special management system for the shares of the company held by directors, supervisors, senior managers and controlling shareholders and their changes was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
The revised special management system for the shares of the company held by directors, supervisors, senior managers and controlling shareholders and their changes is detailed in cninfo.com on April 11, 2022.
19. The proposal on the management system authorized by the board of directors to the management was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
See cninfo.com on April 11, 2022 for details of the management system authorized by the board of directors to the management. 20. The proposal on the measures for the management of high-risk business was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
See cninfo.com on April 11, 2022 for details of high risk business management measures.
21. The proposal on the measures for the administration of employees' house purchase loans was adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes.
In order to further improve the construction of employee compensation and welfare system, help employees solve basic housing difficulties and better implement employee incentive policies, the company will invest some idle self owned funds to provide loans for employees' house purchase without affecting the development of main business
