Securities code: Nanya New Material Technology Co.Ltd(688519) securities abbreviation: Nanya New Material Technology Co.Ltd(688519) Announcement No.: 2022028
Nanya New Material Technology Co.Ltd(688519)
Announcement of resolutions of the 13th meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as “the company”) the 13th meeting of the second session of the board of supervisors (hereinafter referred to as “the meeting”) was held on April 14, 2022 by means of communication conference voting. The meeting was presided over by Mr. Jin Jianzhong. Three supervisors should be present at the meeting, and there are actually three supervisors. The meeting was convened and held in accordance with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association, and the meeting was legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the attending supervisors, the following proposals were considered by means of communication voting:
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed its duties in strict accordance with the provisions of the company law and other laws and regulations as well as the articles of association and other systems, exercised its functions and powers independently according to law, promoted the standardized operation of the company, and actively safeguarded the legitimate rights and interests of the company, all shareholders and employees. The board of supervisors supervised and inspected the implementation of the company’s finance and resolutions of the general meeting of shareholders, the major decision-making procedures of the board of directors, the legality and compliance of the company’s operation and management activities, and the performance of directors and senior managers, so as to effectively promote the healthy and sustainable development of the company.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the company’s 2021 annual report and its summary
The board of supervisors believes that the preparation and review process of the company’s 2021 annual report and its summary comply with the provisions of laws and regulations such as the securities law, the listing rules and the articles of association. The content of the report is true, accurate and complete, without any false records, misleading statements or major omissions, and fairly reflects the company’s financial status and operating results in 2021.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
The board of supervisors believes that this proposal is the financial statement of 2021 issued by the company according to the audit report issued by Tianjian Certified Public Accountants (special general partnership), which truly and accurately reflects the financial status and operating results of the company during the reporting period.
There were 0 dissenters and 3 abstained. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the company’s 2021 annual internal control evaluation report
The board of supervisors held that the internal control evaluation report of the company in 2021 met the requirements of relevant laws and regulations. The content of the report is true, accurate and objectively reflects the real situation of the company’s internal system construction and the implementation of internal control system. The company has no major or important defects in internal control.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
(V) deliberated and passed the proposal on the company’s 2022 annual financial budget report
The board of supervisors believes that this proposal is a prudent prediction made by the company on the basis of summarizing the overall operation in 2021 and analyzing the operation situation in 2022 and according to the company’s development plan.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the company’s profit distribution plan for 2021
The board of supervisors believes that the profit distribution plan for 2021 is in strict accordance with relevant laws, regulations and the relevant provisions of the articles of association, takes full account of the company’s own profitability, capital needs and other factors, conforms to the company’s business status and development strategy, is conducive to the sustainable, healthy and stable development of the company, and does not harm the shareholders of the company
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the daily connected transactions between the company and its subordinate enterprises and related parties in 2022
The board of supervisors believes that the daily related party transactions in 2022 are expected to be normal business transactions and meet the daily production and operation needs of the company. The pricing principle of related party transactions is reasonable and fair, and abide by the principles of voluntariness, equivalence and compensation. It will not have a significant adverse impact on the normal production and operation of the company, nor will it affect the independence of the company, and there is no damage to the rights and interests of the company and all shareholders, The relevant decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association.
Voting results: 2 in favor, 0 against and 0 abstaining. Jin Jianzhong, the related supervisor, avoided voting on this proposal, and other members of the board of supervisors unanimously agreed to pass this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on applying for comprehensive credit line from financial institutions in 2022
The board of supervisors believes that the decision-making procedure of this proposal is legal and compliant, which is conducive to providing strong financial guarantee for the development of the company, and the company is in good operation and has good solvency, which will not bring significant financial risks to the company and damage the interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
The board of supervisors held that the deposit and use of the company’s raised funds in 2021 met the provisions of relevant laws and regulations, stored and used the raised funds in a special account, and timely fulfilled the relevant information disclosure obligations. There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds. The contents of the report are true, accurate and complete, and there are no false records, misleading statements or major omissions. Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
(x) the proposal on providing guarantee for the wholly-owned subsidiary Nanya New Material Technology Co.Ltd(688519) material technology (Jiangxi) Co., Ltd. was deliberated and adopted
The board of supervisors believes that the decision-making procedure of this proposal is legal and compliant. In order to meet the needs of the daily operation of the wholly-owned subsidiary and solve its financing problems, it is conducive to supporting its sound development, the operation and financial status of the guarantee object is stable, and it is able to repay the due debts. At the same time, the company has absolute control over the wholly-owned subsidiary, the company has less guarantee risk, and will not affect the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） Deliberated and passed the proposal on the remuneration scheme of supervisors in 2022
The board of supervisors believes that the decision-making procedure of this proposal is legal and compliant. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and other relevant provisions, the salary scheme comprehensively considers the actual situation of the company, the salary level and position contribution of the industry and region, and will not damage the interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
The board of supervisors believes that the preparation and review procedures of the company’s report for the first quarter of 2022 comply with the provisions of laws, regulations, the articles of association and the company’s internal management system. Its content and format comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can completely, truly and accurately reflect the company’s business management and financial status during the reporting period.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
（13） The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted
(1) The company is not prohibited from implementing the equity incentive plan by laws, regulations and normative provisions such as the measures for the administration of equity incentive of listed companies. The company has the subject qualification to implement the equity incentive plan. The incentive objects reserved and granted in this incentive plan have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents, and meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of Shanghai Stock Exchange science and innovation board, It complies with the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary, and its subject qualification as part of the incentive objects reserved and granted by the company’s 2021 restricted stock incentive plan is legal and effective.
(2) The company determines that the reserved grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s restricted stock incentive plan (Draft) in 2021 and its abstract. Therefore, the board of supervisors agreed to grant 450000 restricted shares to 10 eligible incentive objects with April 14, 2022 as the reserved grant date.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
（14） Deliberated and passed the proposal on changes in accounting policies
The board of supervisors believes that the change of the company’s accounting policy is a reasonable change in accordance with the requirements of relevant documents of the Ministry of finance, in line with the accounting standards for business enterprises and relevant regulations and the actual situation of the company. The revised accounting policy can more objectively and fairly reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and the legitimate rights and interests of shareholders. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders.
Voting results: 3 in favor, 0 against and 0 abstaining. All members of the board of supervisors unanimously approved the proposal.
It is hereby announced.
Nanya New Material Technology Co.Ltd(688519) board of supervisors April 15, 2022
