Securities code: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) securities abbreviation: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) Announcement No.: 2022050 Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Announcement on the resolution of the 23rd 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
The 23rd Meeting of the third board of directors of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as "the company") was held in the conference room of the company on April 9, 2022. It was presided over by the chairman Mr. Duan Zhiming and held in the combination of on-site and communication. 7 directors should participate in the voting and 7 actually participate in the voting, which is in line with the quorum specified in the articles of association. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice of this meeting was delivered to all directors by telephone on March 29, 2022. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberations of the board meeting
1. The proposal on the work report of the general manager of the company in 2021 was deliberated and adopted
After deliberation, the board of Directors believes that the management led by the general manager of the company in 2021 has effectively implemented various resolutions of the board of directors and the general meeting of shareholders and various management systems of the company.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
2. The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted
During the reporting period, Mr. Zhao Junwu, Ms. Zou Yanhong and Ms. Huang Jun, the then independent directors of the company, submitted a report to the board of directors and will report on their work at the 2021 annual general meeting of the company.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day The report on the work of the board of directors in 2021 and the report on the work of independent directors in 2021.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. The proposal on the company's 2021 annual financial statement report was deliberated and adopted
The board of directors of the company reviewed and approved the company's 2021 annual financial statement, which objectively and truly reflected the company's financial situation in 2021.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Relevant contents of "section x financial report" in the company's 2021 annual report on.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. The proposal on the company's 2021 financial audit report was deliberated and adopted
Tianzhi International Certified Public Accountants (special general partnership) issued the company's annual audit report for 2021. The contents of the report were published on cninfo (www.cn. Info. Com. CN.) on the same day Annual audit report for 2021.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day The annual report of 2021 and the summary of the annual report of 2021 on the, and the suggestive announcement on the disclosure of the annual report and summary of 2021 were also published in the securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
The deposit and use of the company's raised funds in 2021 comply with the relevant systems of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company's management system for special deposit and use of raised funds. There is no illegal use of raised funds, no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
The independent directors and the board of supervisors of the company issued relevant opinions, and Tianzhi International Certified Public Accountants (special general partnership) issued an assurance report on the special report on the deposit and use of raised funds in 2021. The specific information disclosed in the special report of the China Securities Regulatory Commission (www.info. CN) and the special opinions issued by the independent certified public accountants (www.info. CN) are published on the website of the China Securities Regulatory Commission (www.info. CN) The special report on the deposit and use of raised funds in 2021, the resolution announcement of the 16th meeting of the third board of supervisors, the independent opinions of independent directors on relevant matters of the 23rd Meeting of the third board of directors and the assurance report on the deposit and use of raised funds.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on the special audit report on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2021 was reviewed and approved
The independent directors of the company have expressed independent opinions on this matter, the board of supervisors of the company has expressed clear opinions on this matter, and Tianzhi International Certified Public Accountants (special general partnership) has issued special audit instructions.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors, announcement of the 16th resolution of the third board of supervisors and special instructions on the occupation of funds by controlling shareholders and other related parties.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
8. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
The board of directors of the company 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, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
The independent directors of the company have expressed independent opinions on this matter, and the board of supervisors of the company has expressed clear opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors and announcement on resolutions of the 16th meeting of the third board of supervisors.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Audited by Tianzhi International Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 is -7812234408 yuan. As of December 31, 2021, the company's accumulated profit available for distribution to shareholders was 6282327398 yuan.
In accordance with the relevant provisions of the company law and the articles of association, and after overall consideration of the use of the company's funds, the company has formulated the profit distribution plan for 2021 as follows:
Do not distribute cash dividends, bonus shares or increase share capital with accumulation fund.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Special instructions on no profit distribution in 2021 and independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. The proposal on the company's reappointment of audit institutions in 2022 was deliberated and adopted
After deliberation, the board of directors considered that Tianzhi International Certified Public Accountants (special general partnership) issued various professional reports for the company in accordance with the independent practice standards in the previous annual audit of the company, and the contents of the report were objective and fair. The board of directors agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year.
The independent directors of the company have approved this matter in advance and expressed independent opinions. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day The proposal on the company's reappointment of audit institution in 2022, the prior approval opinions of independent directors on matters related to the 23rd Meeting of the third board of directors and the independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The proposal on the application of the company and its subsidiaries to the bank for comprehensive credit line in 2022 was deliberated and adopted
According to the business plan of the company in 2022, in order to meet the needs of the company's operation and development, the company and its subsidiaries intend to apply to relevant banks for a total comprehensive credit line of no more than 350 million yuan. The specific credit line of each credit line shall be subject to the credit line actually approved by relevant banks. The actual credit line of each bank can be adjusted mutually within the total credit line, and the company will conduct bank lending within the total credit line according to the actual capital demand.
The single financing within the above total credit line will not be reported to the board of directors for deliberation and voting, but will be determined and implemented by the chairman of the board of directors. If the bank credit line exceeds the above scope within the authorization period, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation and approval before implementation. Authorization period: from the date of adoption of the 2021 annual general meeting of shareholders to the convening of the 2022 annual general meeting of shareholders.
Independent directors have expressed independent opinions on this proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
12. The proposal on the remuneration or allowance scheme for directors and senior managers of the company in 2022 was deliberated and adopted
The remuneration of directors and senior managers of the company in 2021 is detailed in "section IV remuneration of directors, supervisors and senior managers" of the company's 2021 annual report. At the same time, the company has formulated the remuneration or allowance scheme for directors and senior managers in 2022 in combination with the main scope, responsibilities, job competence of management positions of directors and senior managers and the remuneration level of relevant positions in other relevant enterprises:
1. According to the professional quality, competence and performance of independent directors, combined with the region, industry and business scale of the company, and referring to the salary level of Listed Companies in the same industry, the company decided to confirm the allowance standard of independent directors as 80000 yuan per year (before tax), and the allowance of independent directors shall be paid quarterly.
2. Non independent directors who do not hold office in the company will not receive remuneration or allowances in the company; The remuneration of internal directors of the company shall be determined according to their positions, working years and performance appraisal results, and no additional director allowance shall be paid. 3. The human resources department of the company shall propose specific salary indicators according to the salary plan and performance evaluation results for the salary of senior managers in 2022, which shall be implemented after being approved by the general manager.
Independent directors have expressed independent opinions on this proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors.
Voting results: 7 valid votes, 7 affirmative votes; No negative vote; There were no abstentions.
The remuneration or allowance scheme of the company's directors needs to be submitted to the 2021 annual general meeting for deliberation.
13. The proposal on increasing registered capital and amending the articles of association was deliberated and adopted
As the company's "Daile convertible bonds" has been completed, the total share capital of the company has been increased to 121532581 shares. After deliberation by the board of directors, it is agreed to change the registered capital of the company to 12153258100 yuan, agree to amend the relevant provisions in the articles of association, and submit to the general meeting of shareholders to authorize the board of directors of the company to go through the subsequent industrial and commercial change registration procedures.
