Securities code: Nanya New Material Technology Co.Ltd(688519) securities abbreviation: Nanya New Material Technology Co.Ltd(688519) Announcement No.: 2022029 Nanya New Material Technology Co.Ltd(688519)
Announcement of resolutions of the 13th 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.
1、 Meetings of the board of directors
Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as “the company”) the 13th meeting of the second board of directors (hereinafter referred to as “the meeting”) was held on April 14, 2022 by combining on-site meeting and communication meeting. The meeting notice was sent to all directors in writing on April 1, 2022. The meeting was presided over by Mr. Bao Xiuyin and attended by supervisors and senior managers. There should be 9 directors and 9 actual directors. The convening and convening of the meeting met the relevant provisions of the company law of the people’s Republic of China and other laws and regulations and the articles of association. The meeting was legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following proposals were voted on by on-site and communication:
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
During the reporting period, under the leadership of the board of directors, the management of the company faithfully and diligently performed their duties and implemented various resolutions of the board of directors and the general meeting of shareholders in strict accordance with the company law, the securities law, the articles of association and other relevant requirements.
Voting results: 9 in favor, 0 against and 0 abstaining.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
During the reporting period, the board of directors of the company conscientiously performed all the duties entrusted to the board of directors by the company and its shareholders, diligently carried out all the work and promoted the sustainable, healthy and stable development of the company in strict accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the Listing Rules of Shanghai stock exchange for shares on the sci tech innovation board and other laws and regulations, as well as the articles of association, the rules of procedure of the board of directors and other company systems.
Voting results: 9 in favor, 0 against and 0 abstaining.
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 report and its summary
The preparation and review procedures of the company’s 2021 annual report comply with the provisions of relevant laws, regulations, the articles of association and other internal rules and regulations. The information contained fairly, comprehensively and truly reflects the company’s financial status and operating results during the reporting period. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed annual report of 2021 and summary of annual report of 2021.
(IV) deliberated and passed the proposal on the company’s 2021 annual financial statement report
The financial statement of 2021 prepared by the company in accordance with the requirements of relevant laws, regulations and normative documents truly reflects the financial status and overall operation of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the company’s internal control evaluation report in 2021
The company has maintained effective internal control over financial reporting in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. From the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report, the company has no factors affecting the evaluation conclusion of the effectiveness of internal control, and there are no major defects in the internal control over financial reporting on the base date of the internal control evaluation report.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) 2021 annual internal control evaluation report disclosed.
(VI) deliberated and passed the proposal on the 2021 annual work report of independent directors
During the reporting period, the independent directors of the company, in accordance with the relevant provisions of the company law, the securities law and other laws and regulations and the articles of association, diligently and dutifully performed their corresponding duties, expressed prudent and objective independent opinions on relevant matters of the board of directors, provided strong support for the scientific decision-making of the board of directors, promoted the steady, standardized and sustainable development of the company, and effectively safeguarded the legitimate rights and interests of the company and minority shareholders.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) 2021 annual work report of independent directors disclosed.
(VII) the proposal on the 2021 performance report of the audit committee of the board of directors was deliberated and adopted. During the reporting period, in accordance with the relevant laws and regulations of the China Securities Regulatory Commission and Shanghai Stock Exchange, the articles of association, the working rules of the audit committee of the board of directors and other relevant provisions, the audit committee of the board of directors of the company made full use of professional knowledge, adhered to the principles of prudence, objectivity and independence, and performed its duties diligently, Give full play to the supervision function of the audit committee and fulfill the responsibilities of the audit committee with due diligence.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the 2021 performance report of the audit committee of the board of directors.
(VIII) deliberated and passed the proposal on the company’s 2022 annual financial budget report
Based on the company’s own development strategy and budget in 2021, as well as the company’s future economic development trend in 2022.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the company’s profit distribution plan for 2021
The company plans to distribute profits based on the total share capital registered on the equity distribution registration date minus the shares in the company’s special securities repurchase account, and distribute a cash dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares
By March 31, 2022, the total share capital of the company is 23440000 shares, and the total number of shares in the special securities account is 2457950 shares. Based on this calculation, the total cash dividend to be distributed is 5798551250 yuan (including tax).
The company’s cash dividends (including the repurchase of shares in cash included in cash dividends) accounted for 30.54% of the net profit attributable to the shareholders of the listed company this year.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the company’s profit distribution plan for 2021 disclosed.
(x) deliberated and passed the proposal on the daily connected transactions between the company and its subordinate enterprises and related parties in 2022
In 2022, the daily related party transactions between the company and its subordinate enterprises and related parties belong to the normal business scope of the company and are necessary for production and operation activities, which is conducive to promoting the sustainable and stable development of the company. Transaction pricing follows the market-oriented principles of fairness, impartiality and openness, and will not damage the interests of the company and minority shareholders.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 3 in favor, 0 against and 0 abstaining. Related directors Bao Xiuyin, Zhang Dong, Zheng Xiaoyuan, Bao Xiuchun, Geng Hongbin and Cui ronghua avoided voting on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the expected daily related party transactions between the company and its subsidiaries and related parties in 2022.
（11） The proposal on applying for comprehensive credit line from financial institutions in 2022 was reviewed and approved. The company and its wholly-owned subsidiaries plan to apply for comprehensive credit line from banks and their branches and other financial institutions, and the cumulative credit line shall not exceed RMB 4 billion. It is used to handle domestic and foreign currency businesses including but not limited to working capital loans, medium and long-term loans, opening letters of credit, bank acceptance bills, letter of guarantee, factoring, trade financing, bill discount, project loans and so on. The authorization period starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. Within the authorization period, the credit line can be recycled.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on applying for comprehensive credit line from financial institutions in 2022.
（12） The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved
The actual deposit and use of the company’s raised funds in 2021 comply with the provisions of relevant laws, regulations and normative documents.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the special report on the deposit and actual use of the company’s raised funds in 2021 and the assurance report on the annual deposit and use of raised funds issued by Tianjian Certified Public Accountants (special general partnership).
（13） The proposal on providing guarantee for Nanya New Material Technology Co.Ltd(688519) material technology (Jiangxi) Co., Ltd., a wholly-owned subsidiary, was deliberated and adopted
This proposal is to meet the needs of the daily operation of the wholly-owned subsidiary, solve its financing problems, support its sound development, guarantee the stable operation and financial status of the object, and be 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.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on providing guarantee for the wholly-owned subsidiary Nanya New Material Technology Co.Ltd(688519) material technology (Jiangxi) Co., Ltd.
（14） Deliberated and passed the proposal on the remuneration scheme of directors in 2022
The allowance standard for non independent directors and independent directors who do not hold other positions in the company (including wholly-owned subsidiaries) is 60000 yuan / year (including tax), which is paid monthly. Directors holding positions in the company (including wholly-owned subsidiaries) receive remuneration performance based on their positions in the company and will not receive additional allowances.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the remuneration scheme of directors in 2022 disclosed by the company.
（15） The proposal on the remuneration of senior managers of the company in 2022 was deliberated and adopted
Senior managers of the company receive remuneration according to the specific management positions they hold in the company and the relevant remuneration and performance appraisal management system of the company.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the remuneration scheme of senior managers of the company in 2022 disclosed by the company.
（16） The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
The preparation and review procedures of the company’s report for the first quarter of 2022 comply with laws and regulations, the articles of association and various provisions of the company’s internal management system, and fairly reflect the company’s financial status and operating results in the first quarter of 2022. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 9 in favor, 0 against and 0 abstaining.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed first quarter report of 2022.
（17） Deliberated and passed the proposal on Amending the articles of Association
According to 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, the company has revised the corresponding provisions of the articles of association.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on Amending the articles of Association disclosed by the company.
（18） The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2021 restricted stock incentive plan (Draft) and the authorization of the third extraordinary general meeting of shareholders in 2021, the board of Directors considers that some of the reserved grant conditions specified in the 2021 restricted stock incentive plan have been met, and agrees that the reserved grant date of the company’s incentive plan is April 14, 2022, Grant 450000 restricted shares to 10 incentive objects with reserved grant part at the grant price of 16.40 yuan / share.
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