Securities code: Xi’An Manareco New Materials Co.Ltd(688550) securities abbreviation: Xi’An Manareco New Materials Co.Ltd(688550) Announcement No.: 2022012 Xi’An Manareco New Materials Co.Ltd(688550)
Announcement on the resolution of the fifth meeting of the third 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
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 directors and relevant materials were sent to all directors, supervisors and senior managers by e-mail on April 2, 2022. The meeting was held in the company’s conference room by on-site combined communication on April 15, 2022. The meeting was presided over by Mr. Liu Xiaochun, chairman of the board. There were 9 directors and 9 directors. 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、 Deliberations of the board meeting
(I) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
In 2021, the board of directors of the company performed its duties prudently in accordance with the relevant provisions of laws and regulations, the articles of association and the rules of procedure of the board of directors, guided the company’s strategic positioning and business development, and made decisions on major matters of the company’s operation and development. According to the operation of the company and the work of the board of directors in 2021, the board of directors of the company prepared the work report of the board of directors in 2021.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the general manager’s work report in 2021 was deliberated and adopted
In 2021, the management of the company actively implemented various decisions of the general meeting of shareholders and the board of directors, made progress while maintaining stability, and still achieved certain growth in the global economic downturn. The general manager of the company summarized the work of 2021 and formed the work report of the general manager of 2021.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted by vote.
(III) the proposal on financial final accounts in 2021 and financial budget in 2022 was deliberated and adopted
According to the company’s overall operation in 2021 and the prediction of the main influencing factors such as the market and industry in 2022, and in combination with the company’s business development plan in 2022, the company has prepared the financial final accounts of 2021 and the financial budget report of 2022.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on 2021 annual report and its summary was deliberated and adopted
The company has prepared the 2021 annual report and the summary of the 2021 annual report in accordance with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report and the articles of association.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted 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.
(V) the proposal on the work report of independent directors in 2021 was deliberated and adopted
In 2021, the independent directors employed by the company performed their duties in good faith, diligently and independently, fully exercised their functions and powers, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders in accordance with the guiding opinions on the establishment of independent director system in listed companies and the working system of independent directors. Based on the performance of duties in 2021, the independent directors of the company prepared the report on the work of independent directors in 2021.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted by vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in 2021 disclosed.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the independent directors will report on their work at the 2021 annual general meeting of shareholders. (VI) the proposal on the performance report of the audit committee of the board of directors in 2021 was reviewed and approved. In 2021, the audit committee of the board of directors of the company diligently and responsibly supervised the external audit of the company and guided the internal audit of the company in accordance with the relevant requirements of the standards for the governance of listed companies, the basic norms of enterprise internal control and the operation guidelines of the audit committee of the board of directors of listed companies of Shanghai Stock Exchange. The audit committee of the board of directors prepared the report on the performance of the audit committee of the board of directors in 2021 based on the performance of its duties in 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the performance of the audit committee of the board of directors in 2021 disclosed.
(VII) the proposal on profit distribution in 2021 was deliberated and passed
Based on the total share capital registered on the date of equity distribution, the company plans to distribute a cash dividend of 17.00 yuan (including tax) to all shareholders for every 10 shares, without converting the capital reserve into share capital or bonus shares. As of December 31, 2021, the total share capital of the company is 70181579 shares. Based on this calculation, the total cash dividend to be distributed is 11930868430 yuan (including tax). The amount of cash dividends of the company in this year accounts for 49.76% of the net profit attributable to the shareholders of the company in the consolidated statements of this year. The remaining undistributed profits are carried forward and distributed in subsequent years. If, from the date of disclosure of this announcement to the date of equity distribution and equity registration, the total share capital of the company changes due to the conversion of convertible bonds into shares / share repurchase / share incentive grant share repurchase and cancellation / major asset restructuring share repurchase and cancellation, the company plans to maintain the distribution proportion per share unchanged, adjust the total distribution accordingly, and will announce the specific adjustment separately. The specific implementation of profit distribution will be completed within 2 months from the date of deliberation and approval of the proposal by the general meeting of shareholders.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted 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.
(VIII) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
According to the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation (2022), based on the deposit and use of raised funds in 2021, The company has prepared the report on the deposit and use of raised funds in 2021.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted 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). (IX) deliberated and passed the proposal on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022
In 2021, the related party transactions of the company were all due to the application for comprehensive credit from the bank, and the company accepted the free guarantee provided by the actual controller and the largest shareholder. According to the provisions of the Listing Rules of Shanghai Stock Exchange’s Kechuang board and the articles of association, the transactions in which the listed company unilaterally obtains benefits, including the acceptance of guarantees, may be exempted from consideration and disclosure in the form of connected transactions. Therefore, the company and its subsidiaries’ acceptance of guarantee from related parties can be exempted from consideration and disclosure in the form of related party transactions.
Except for the above circumstances, the company has no other related party transactions in 2021.
According to the prediction of the company’s business development and operation needs in 2022, it is expected that there will be no related procurement, related sales and guarantee for related parties in 2022.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) deliberated and passed the proposal on the internal control evaluation report in 2021
In accordance with the provisions of the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the basic norms of enterprise internal control and other relevant systems and the regulatory requirements of the company’s internal control, and in line with the principles of comprehensiveness and importance, and truly and objectively reflect the actual situation of the company’s internal control, the company has prepared the 2021 internal control evaluation report, The company has maintained effective internal control over financial reporting and non-financial reporting in all major aspects, and there are no major, important and general defects.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted 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.
（11） The proposal on applying for comprehensive credit and providing guarantee by the company and its subsidiaries in 2022 was reviewed and approved
In order to implement the company’s development strategy, meet the company’s daily production and operation needs, facilitate the payment and settlement between the company and suppliers, and improve the efficiency of capital use, the company and its subsidiaries Weinan high tech Zone Haitai new electronic materials Co., Ltd. (hereinafter referred to as “Weinan Haitai”), Shaanxi Pucheng Haitai new materials industry Co., Ltd. (hereinafter referred to as “Pucheng Haitai”) Weinan Ruilian Pharmaceutical Co., Ltd. (hereinafter referred to as “Ruilian pharmaceutical”) plans to apply to banks and other financial institutions for a comprehensive credit line of up to RMB 1.5 billion (or equivalent foreign currency) in 2022. The term of the credit line is 18 months from the date of deliberation and approval by the general meeting of shareholders. The credit can only be used for the daily operation of the company and its subsidiaries. Within the credit period and credit line, the credit line can be recycled. Credit types include but are not limited to working capital loans, letters of credit, bank acceptance bills, pledge of bank acceptance bills, letter of guarantee, trade financing of accounts receivable, ultra short financing bill credit and other businesses (the specific credit bank, credit line and credit term shall be subject to the actual approval).
For the above comprehensive credit, according to the different applicants, the company will provide mutual guarantee with Weinan Haitai, Pucheng Haitai and Ruilian pharmaceutical, and the total guarantee amount is expected to be no more than 1.5 billion yuan. The specific guarantee period shall be subject to the guarantee contract signed at that time.
Within the above bank credit line, it is proposed to authorize the chairman or general manager of the company (according to the signing provisions of relevant financial institutions) to sign the legal documents related to comprehensive credit guarantee on behalf of the company, and authorize the chairman or general manager of each subsidiary (according to the signing provisions of relevant financial institutions) to sign the legal documents related to comprehensive credit guarantee on behalf of each subsidiary. The financial director of the company shall be authorized to assist the chairman and general manager of the company and its subsidiaries to implement the relevant procedures of the above comprehensive credit and guarantee. The authorization period shall not exceed the comprehensive credit period and guarantee period.
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted 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 company and its subsidiaries applying for comprehensive credit and providing guarantee in 2022 (Announcement No.: 2022017).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on the provision for asset impairment in 2021 was deliberated and adopted
According to the accounting standards for business enterprises and the relevant provisions of the company’s accounting policies and accounting estimates, in order to truly and accurately reflect the company’s financial position as of December 31, 2021 and the operating results of 2021, based on the principle of prudence, the company recognized the impairment loss of various assets in 2021, totaling 396961 million yuan. Among them, the provision for bad debts of accounts receivable, other accounts receivable and debt investment is 6.6931 million yuan, the provision for inventory falling price is 315499 million yuan, and the provision for impairment of engineering materials is 1.4531 million yuan. Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted 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).
（13） The proposal on using some idle raised funds for cash management was deliberated and adopted
In order to improve the use efficiency of the company’s raised funds, increase capital returns and obtain better investment returns for the company and shareholders, the company plans to use part of the idle raised funds of no more than RMB 1 billion for cash management on the premise of not affecting the normal implementation of the investment projects of the raised funds, not affecting the normal production and operation of the company and ensuring the safety of the raised funds, which can be used for the purchase of high safety The investment products of capital guaranteed financial institutions with good liquidity (including but not limited to structural deposits, agreement deposits, call deposits, time deposits, large certificates of deposit, etc.) shall have a service life of no more than 18 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and term, the funds can be recycled and rolled, and returned to the special account for raised funds after maturity. Authorized chairman of the company
Voting results: 9 in favor, 0 abstention and 0 opposition. It was adopted by vote.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com) on the same day
