Securities code: Xi’An Manareco New Materials Co.Ltd(688550) securities abbreviation: Xi’An Manareco New Materials Co.Ltd(688550) Announcement No.: 2022013 Xi’An Manareco New Materials Co.Ltd(688550)
Announcement on the resolution of the fifth meeting of the third 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
Xi’An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as “the company”) the notice of the fifth meeting of the third board of supervisors and relevant materials were sent to all supervisors by e-mail on April 2, 2022. The meeting was held in the company’s conference room by on-site combined with communication on April 15, 2022. The meeting was presided over by Ms. He Xuehua. Three supervisors should be present at this meeting, and three actually present.
The convening and convening procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and Xi’An Manareco New Materials Co.Ltd(688550) articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) the proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
In 2021, in the spirit of being responsible to the company and all shareholders, the board of supervisors of the company guided and standardized the operation of the board of supervisors of the company, strengthened the supervision and verification of the company’s business activities, financial conditions and the performance of duties by directors and senior managers, and in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations and the relevant provisions of the company’s system, The board of supervisors prepared the work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on financial final accounts in 2021 and financial budget in 2022 was reviewed and approved. The board of supervisors held that:
The preparation and review procedures of the company’s 2021 financial final accounts and 2022 financial budget report comply with the provisions of laws and regulations and the company’s internal system, and truly reflect the company’s financial situation.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on 2021 annual report and its summary was deliberated and adopted
The board of supervisors believes that:
The preparation and review procedures of the company’s 2021 annual report comply with the relevant provisions of laws and regulations and the company’s internal system; The content and format of the 2021 annual report comply with the provisions of the CSRC and Shanghai Stock Exchange, and the information contained fairly reflects the operating results and financial status of 2021. During the preparation of the annual report, it was not found that the personnel involved in the preparation and review of the 2021 annual report violated the confidentiality provisions. The board of supervisors has signed a written confirmation opinion on the annual report and summary of 2021 to ensure that the information disclosed by the company in 2021 is true, accurate and complete without any false records, misleading statements or major omissions, and shall bear legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law. Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of 2021 and summary of annual report of 2021 (Announcement No.: 2022014). This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on profit distribution in 2021 was deliberated and adopted
The board of supervisors believes that:
The company’s profit distribution plan for 2021 fully takes into account the company’s operating performance, cash flow, the company’s development strategic planning, capital demand and other factors. The decision-making process, profit distribution form and proportion of the proposal comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of profit distribution plan in 2021 (Announcement No.: 2022015) disclosed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
The board of supervisors believes that:
The company drew up the special report on the deposit and use of raised funds in 2021 in accordance with the relevant provisions and requirements of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai stock exchange No. 1 – standardized operation. The report truly disclosed the management of raised funds in 2021, There is no disguised change in the purpose of the raised funds, the feasibility and economic benefits of the raised investment projects, and there is no illegal use of the raised funds. Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022016).
(VI) deliberated and passed the proposal on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022
The board of supervisors believes that:
After verification, the related party transactions of the company in 2021 are all free guarantees provided by the actual controller and the largest shareholder due to the application for comprehensive credit from the bank. According to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, the transactions in which the listed company unilaterally obtains benefits, including the acceptance of guarantees, can be exempted from consideration and disclosure in the form of related party transactions, Therefore, the company does not have non-standard or illegal situations in the decision-making procedures, information disclosure and transaction pricing of related party transactions, and does not damage the interests of the company and all shareholders. The company expects that there will be no related party procurement, related party sales and guarantee for related parties in 2022. This prediction is in line with the actual situation of the company’s business. Standardizing and reducing related party transactions is conducive to the healthy and sustainable development of the company.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the internal control evaluation report in 2021
The board of supervisors believes that:
The internal control evaluation report of the company in 2021 truly and objectively reflects the actual situation of the establishment and implementation of various internal control systems of the company. The company’s existing internal control system is relatively complete and reasonable, in line with the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, and all systems have been well implemented.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 annual internal control evaluation report disclosed.
(VIII) deliberated and passed the proposal on the provision for asset impairment in 2021
The board of supervisors believes that:
The company’s resolution procedure for withdrawing the provision for asset impairment this time is legal and based on sufficient basis; The provision complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. After the provision, it can more fairly reflect the asset status of the company. The decision-making procedure of the proposal complies with the relevant provisions of relevant laws and regulations. It is agreed to withdraw the provision for asset impairment this time.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the provision for asset impairment in 2021 (Announcement No.: 2022018).
(IX) deliberated and passed the proposal on using some idle raised funds for cash management
The board of supervisors believes that:
The relevant matters, contents and deliberation procedures of the company’s cash management with idle raised funds this time comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds, will not affect the construction of investment projects and the use of raised funds, will not change the purpose of raised funds in a disguised manner and damage the interests of shareholders, and will not have an adverse impact on the production and operation of the company. It is agreed that the company will use the idle raised funds of no more than 1 billion yuan for cash management on the premise of ensuring that the normal progress of the company’s investment plan of raised funds will not be affected.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on cash management using some idle raised funds disclosed. (Announcement No.: 2022019). This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on using some idle self owned funds for cash management was deliberated and adopted
The board of supervisors believes that:
On the premise of ensuring the capital and capital safety required for the normal operation of the company, the company uses idle self owned funds for cash management to purchase investment products with high investment safety and good liquidity, which is conducive to improving the utilization rate of idle self owned funds, obtaining certain investment income and obtaining more investment returns for the company and shareholders, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. It is agreed that the company will use idle self owned funds of no more than 500 million yuan for cash management on the premise of ensuring that it will not affect normal production and operation activities.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on using some idle self owned funds for cash management. (Announcement No.: 2022020). This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on carrying out forward foreign exchange settlement and sale business was deliberated and adopted
The board of supervisors believes that:
The company has overseas procurement and overseas sales, and the settlement is mainly in US dollars and euros. The sharp fluctuation of exchange rate, especially the exchange loss caused by the appreciation of RMB, will have a great impact on the company’s performance. The company (including subsidiaries) shall timely carry out foreign exchange forward settlement and sales business with banks, which is conducive to avoiding foreign exchange market risks and stabilizing overseas earnings. At the same time, the review procedure of the company’s proposed foreign exchange forward settlement and sales business complies with the provisions of relevant laws and regulations and the company’s internal system, and there is no situation that damages the interests of the company and shareholders.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on carrying out foreign exchange forward settlement and sales business (Announcement No.: 2022021).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
The board of supervisors believes that:
Grant Thornton Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses and has rich audit experience in listed companies. In the audit service in 2021, it can strictly abide by relevant laws, regulations and policies, abide by independent, objective and fair professional standards, be diligent and responsible, show good professional ethics, and better complete all audit work of the company, Earnestly fulfilled the responsibilities of the audit institution. Agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting results: 3 in favor, 0 abstention and 0 opposition, and passed by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on the renewal of the company’s audit institution in 2022 (Announcement No.: 2022022) disclosed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Xi’An Manareco New Materials Co.Ltd(688550) board of supervisors April 18, 2022
