Securities code: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) securities abbreviation: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) Announcement No.: 2022009 Beijing Beimo High-Tech Frictional Material Co.Ltd(002985)
Announcement of the resolution of the 21st Meeting of the second 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
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) (hereinafter referred to as "the company" or "the company") sent a notice on convening the 21st Meeting of the second board of directors on April 4, 2022. The meeting was held in the conference room of the company in the morning of April 14, 2022 by on-site meeting combined with communication. There were 7 directors who should attend the meeting, 7 actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Ms. Wang Shumin, chairman of the company. The convening and convening procedures of this meeting comply with the company law of the people's Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
Zhang Chuang, the general manager of the company, carefully listened to the 2021 annual work report of the general manager of the company and the implementation of the 2021 annual management system of the company, and seriously reflected the 2021 annual work results of the company.
The board of directors agreed to this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
In 2021, the board of directors of the company carefully reviewed various proposals of the board of directors and implemented various resolutions of the general meeting of shareholders in strict accordance with laws and regulations, normative documents and the articles of association. All directors are diligent and conscientious, constantly standardize corporate governance, and have done a lot of fruitful work for the scientific decision-making and standardized operation of the company's board of directors.
Mr. Yu Liangyao, Mr. Zhao Yanbin and Mr. Pan Yuzhong, the independent directors of the company, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day The work report of the board of directors in 2021 and the work report of independent directors in 2021.
The board of directors agreed to this proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
3. The proposal on the company's 2022 annual financial budget report was deliberated and adopted
The board of directors agreed to this proposal and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. Voting results: 7 in favor, 0 against and 0 abstention.
4. Deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of directors agreed to this proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
5. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
The company's profit distribution plan for 2021 is as follows:
Based on the existing total share capital of 25527200000 shares, distribute cash dividends of 2.00 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 5105440000 yuan (including tax), no bonus shares, and the remaining undistributed profits are carried forward to subsequent years; By converting capital reserve into share capital, 3 shares will be added to all shareholders for every 10 shares, and 7658160000 shares are expected to be added. After this conversion, the total share capital of the company will be increased to 33185360000 shares (the final accurate number shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch).
On the premise of ensuring the normal operation and long-term development of the company, this profit distribution plan takes into account the immediate and long-term interests of shareholders, fully considers the interests and reasonable demands of investors, matches the company's operating performance and future development, and conforms to the company's development plan.
For details, please refer to the company's disclosure on China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement of the company's profit distribution plan for 2021.
The board of directors agreed to this proposal and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. The independent directors of the company have expressed independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
6. The proposal on the company's special report on the deposit and use of raised funds in 2021 was reviewed and approved
The company implements the special account storage system and special use of the raised funds, and timely, truly, accurately and completely discloses the storage and actual use of the raised funds in accordance with relevant regulations. There is no 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 specific reports are disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement of the special report on the annual storage and actual use of raised funds.
The board of directors agreed to the proposal, and independent directors also expressed independent opinions on the proposal. The accounting firm issued the assurance report and the recommendation institution issued special verification opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
7. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement of 2021 internal control self evaluation report.
The board of directors agreed to the proposal, the independent directors of the company also expressed independent opinions on the proposal, and the recommendation institution issued special verification opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
8. The proposal on confirming the remuneration scheme of non independent directors, supervisors and senior managers of the company in 2021 was deliberated and adopted
The board of Directors believes that the relevant assessment and salary payment procedures for directors and senior managers formulated by the company comply with the provisions of relevant laws, regulations and the articles of association and the actual situation of the company.
The board of directors agreed to this proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors expressed independent opinions on the above proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on the proposed renewal of the company's annual audit institution in 2022
For details, please refer to the company's disclosure on China Securities News, securities times, Shanghai Securities News, securities daily and http://www.cn.info.com.cn Announcement on the proposed renewal of the company's annual audit institution in 2022.
The audit committee of the board of directors of the company has reviewed Lixin Certified Public Accountants (special general partnership) and believes that Lixin Certified Public Accountants (special general partnership) has the qualification related to securities and can meet the requirements of the company's financial audit in terms of professional qualification, professional competence, investor protection ability, integrity and independence. In view of the fact that Lixin Certified Public Accountants (special general partnership) can strictly follow the professional standards of independence, objectivity and fairness in providing audit services for the company, in order to maintain the continuity of audit business and comprehensively consider the audit quality and service level, the audit committee of the board of Directors proposes to continue to employ Lixin Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
The board of directors agreed to this proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation. The independent directors of the company approved the proposal in advance and expressed independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
10. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
The members of the board of directors unanimously agreed on the relevant contents of the full text and summary of the 2021 annual report, and agreed to submit the matter to the general meeting of shareholders for deliberation.
The board of directors agreed to this proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements of disclosure.
11. The proposal on the full text and text of the company's first quarter report of 2022 was reviewed and passed. The procedures for the full text and text of the first quarter report of 2022 prepared and reviewed by the company comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements of disclosure.
Members of the board of directors unanimously agreed to the proposal on the full text and text of the company's first quarter report of 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
12. Deliberated and passed the proposal on the extension of some investment projects with raised funds
The board of Directors believes that the adjustment of the investment progress of the project with raised funds and the postponement of production is a reasonable arrangement made by the company based on the judgment of the changes in the market situation and objective conditions of the project with raised funds, so as to give full play to the higher benefits of the raised funds. The extension of the raised investment project does not belong to the substantive change of the investment project of the raised funds, does not change the investment direction of the raised funds, meets the actual needs of the company's long-term development, and there is no change of the investment project of the raised funds and damage to the interests of shareholders.
The members of the board of directors unanimously agreed to the proposal on the extension of some investment projects with raised funds.
Independent directors expressed their independent opinions on the above proposal.
For details, please refer to China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements of disclosure.
Voting results: 7 in favor, 0 against and 0 abstention.
13. Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
The board of directors agreed to hold the 2021 annual general meeting of shareholders of the company in the conference room on the second floor of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) administrative office building, Shahe Industrial Park, Changping District, Beijing at 14:00 p.m. on May 6, 2022.
For details, please refer to the company's disclosure on China Securities News, securities times, Shanghai Securities News, securities daily and http://www.cn.info.com.cn Notice on convening the 2021 annual general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) the resolution of the 21st Meeting of the second board of directors; 2. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors' prior approval opinions on matters related to the 21st Meeting of the second board of directors;
3. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors' independent opinions on relevant matters of the 21st Meeting of the second board of directors;
4. Accountant's assurance report;
5. Verification opinions of the recommendation institution.
It is hereby announced.
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) board of directors April 14, 2022
