Securities code: Guangdong Kitech New Material Holding Co.Ltd(300995) securities abbreviation: Guangdong Kitech New Material Holding Co.Ltd(300995) Announcement No.: 2022012 Guangdong Kitech New Material Holding Co.Ltd(300995)
Announcement of resolutions of the 11th 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
Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as "the company") the 11th meeting of the third board of directors was held in the conference room on the second floor of the company, No. 135 Dongsheng Road, Jianghai District, Jiangmen City on April 15, 2022 (Friday).
The notice of the meeting of the board of directors was delivered to all directors, supervisors and senior managers by telephone and e-mail on April 2, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting (including independent directors Zhao Jianqing and Rao Li). The meeting was held in accordance with the company law of the people's Republic of China, the Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the "articles of association") and other relevant laws, regulations and normative documents.
The meeting was convened and presided over by the chairman, Mr. Rao Desheng, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
After careful discussion and deliberation by the directors attending the meeting, the following proposals were unanimously adopted by written voting:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
The board of directors of the company has analyzed and summarized the work in 2021. See http://www.cn.info.com.cn for details of the work report of the board of directors in 2021.
Mr. Zhao Jianqing, Mr. Liu Yuzhao and Ms. Rao Li, the independent directors of the company, respectively 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, see the company's disclosure on cninfo.com.cn on the same day Report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of directors of the company carefully listened to the general manager's work report for 2021 made by Mr. Rao Desheng, the general manager, and believed that the management of the company effectively implemented the resolutions of the general meeting of shareholders and the board of directors in 2021, and the work report objectively and truly reflected the daily production, operation and management activities of the company in 2021. Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
(III) deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of directors deliberated and approved the proposal on the financial statement report of 2021. The board of directors believed that the final statement report objectively and truly reflected the financial situation and operating results of the company in 2021. The specific financial data are published on cninfo.com.cn on the same day "Section x financial report" of the 2021 annual report on.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company's financial budget report for 2022
The board of directors deliberated and approved the proposal on the financial budget report for 2022. The board of directors considered that the budget report objectively and truly planned the company's financial budget and target planning for 2022. Due to the complex market conditions and other uncontrollable factors, the financial budget report for 2022 has great uncertainty. The financial budget does not constitute the company's substantive commitment to investors, nor does it represent the company's actual profitability in 2022. Whether the goal can be achieved depends on the changes of market conditions, the efforts of the management team and other factors.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the work report of the strategy committee of the board of directors in 2021. The board of directors of the company listened carefully to the work report of the strategy committee of the board of directors in 2021, and considered that the strategy committee of the board of directors in 2021 effectively studied and provided suggestions on the long-term development strategic planning and major investment decisions of the company, See http://www.cn.info.com.cn for details.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
(VI) deliberated and passed the proposal on the work report of the remuneration and assessment committee of the board of directors in 2021
The board of directors of the company listened carefully to the work report of the remuneration and assessment committee of the board of directors in 2021, and believed that the remuneration and assessment committee of the board of directors in 2021 put forward effective suggestions on the remuneration of directors and senior managers. For details, see http://www.cn.info.com.cn.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
(VII) deliberated and passed the proposal on the work report of the nomination committee of the board of directors in 2021. The board of directors of the company listened carefully to the work report of the nomination committee of the board of directors in 2021 and considered that the nomination committee of the board of directors in 2021 put forward effective suggestions to the board of directors on the selection criteria and procedures of directors and senior managers, See http://www.cn.info.com.cn for details.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
(VIII) deliberated and passed the proposal on the work report of the audit committee of the board of directors in 2021. The board of directors of the company listened carefully to the work report of the audit committee of the board of directors in 2021, and considered that the audit committee of the board of directors in 2021 had performed effective supervision and evaluation duties on the disclosure of the company's financial information, the employment of external accounting firms and internal control, See http://www.cn.info.com.cn for details.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
(IX) the proposal on the company's self-evaluation report on internal control in 2021 was reviewed and passed. After deliberation, the board of directors considered that the self-evaluation report on internal control in 2021 was true and reliable on the basis of daily and special supervision of internal control in accordance with the basic norms of enterprise internal control and its supporting guidelines, combined with the company's internal control system and evaluation methods It objectively reflects the construction and operation of the company's internal control system. The company has established a relatively perfect internal control system and can effectively implement it. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
The independent directors have expressed independent opinions on this proposal, and the sponsor has issued verification opinions. See http://www.cn.info.com.cn for details.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
(x) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
The company deposits and uses the raised funds in accordance with the relevant regulations and requirements of the China Securities Regulatory Commission and Shenzhen Stock Exchange. There is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
See http://www.cn.info.com.cn for details of the special report on the deposit and use of raised funds in 2021.
The independent directors have expressed independent opinions on this proposal, the sponsor has issued verification opinions, and the accountant has issued an assurance report. For details, see http://www.cn.info.com.cn.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
（11） The proposal on the determination of high remuneration of directors and supervisors in 2021 and the scheme of high remuneration of directors and supervisors in 2022 was reviewed and passed
According to the company's business performance in 2021 and the development needs in 2022, the company determines that the total remuneration of the company's directors, supervisors and senior managers in 2021 is RMB 400800. In order to fully mobilize the enthusiasm and creativity of the company's directors, supervisors and senior managers, improve the level of operation and management, and promote the steady and effective development of the company, the remuneration plan for the company's directors, supervisors and senior managers in 2022 is formulated according to the principle of coordination of risks, responsibilities and interests, industry conditions and the actual situation of the company's production and operation. See http://www.cn.info.com.cn for details
Independent directors have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details. Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on the full text and summary of the 2021 annual report was considered and adopted
The directors of the company carefully reviewed the full text and abstract of the 2021 annual report and believed that the full text and abstract of the 2021 annual report can truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
See http://www.cn.info.com.cn for the full text of the 2021 annual report, The summary of the 2021 annual report is published in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) Come on.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on applying for comprehensive credit line from banks in 2022 was reviewed and passed
According to the needs of the company's business development and working capital, in 2022, the company (including wholly-owned subsidiaries and holding subsidiaries) plans to apply to banking and financial institutions for a comprehensive credit line (calculated by converting foreign currencies into RMB) with a total amount of no more than 450 million yuan. At the same time, the general meeting of shareholders is requested to authorize the chairman of the company to adjust the credit bank and within the total amount of no more than 450 million yuan according to the actual situation Credit line and corresponding matters and relevant documents required for signing.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The proposal on profit distribution plan for 2021 was reviewed and passed
The company's annual profit distribution plan for 2021 is: Based on the company's current total share capital of 84160000 shares, distribute cash dividends of RMB 2.36 (including tax) to all shareholders for every 10 shares, do not give bonus shares, and do not convert capital reserve into share capital. If the total share capital of the company changes from the announcement of the company's profit distribution plan to the implementation, the distribution proportion will be adjusted according to the principle of unchanged total distribution.
The profit distribution plan complies with the company's profit distribution policy, the company law, the securities law and other relevant laws and regulations as well as the articles of association. The profit distribution plan has legitimacy, compliance and rationality.
Independent directors have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details. The details of the announcement on the profit distribution plan for 2021 are disclosed on cninfo.com.cn on the same day.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） The proposal on using part of its own funds and idle raised funds for cash management was reviewed and passed
On the premise of ensuring that it will not affect the normal operation of the company and the construction needs of investment projects with raised funds, ensure the normal operation of the company and effectively control risks, and in order to improve the efficiency of the use of funds and increase the return of shareholders, it is agreed that the company will use idle self owned funds of no more than RMB 300 million and some idle raised funds of no more than RMB 160 million for cash management. The funds can be used on a rolling basis within the approved investment quota and term. Within the approved limit, the chairman's representative is authorized to sign relevant contract documents, and the Finance Department of the company is responsible for the organization, implementation and management. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
The independent directors have expressed independent opinions on this proposal, and the sponsor has issued verification opinions. See http://www.cn.info.com.cn for details.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（16） The proposal on convening the 2021 annual general meeting of shareholders was reviewed and passed
The board of directors decided to convene the 2021 meeting of the company at 15:00 p.m. on Friday, May 6, 2022
