Securities code: Baoding Lucky Innovative Materials Co.Ltd(300446) securities abbreviation: ST Le Cai Announcement No.: 2022023 Baoding Lucky Innovative Materials Co.Ltd(300446)
Announcement of resolutions of the 11th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On April 4, 2022, the board of supervisors of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company") sent the notice of the 11th meeting of Baoding Lucky Innovative Materials Co.Ltd(300446) the 4th board of supervisors to all supervisors by personal delivery and telephone. The meeting was held in the company's conference room at 8:00 a.m. on April 15, 2022. Three supervisors should attend the meeting and three actually attended the meeting. The supervisors attending the on-site meeting were Liu Qunying and Su Zhige, and the supervisor attending the meeting by means of communication was Yu Xinrong. The meeting was presided over by Yu Xinrong, and the proposals listed in the notice were considered at the meeting. The convening and procedures of the meeting and the number of supervisors attending the meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful discussion, the attending supervisors considered and adopted the following proposals by combining on-site voting and communication voting:
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
The specific contents of the work report of the board of supervisors of the company in 2021 are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the report on the deposit and use of raised funds in 2021 was deliberated and adopted
The board of supervisors believes that the management, use and operation procedures of the company's raised funds comply with the relevant provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the company's raised funds management system. The actual use of the raised funds is legal and compliant, and no violations of laws, regulations and acts detrimental to the interests of shareholders are found.
The details of the company's 2021 report on the deposit and use of raised funds are detailed in the gem information disclosure website designated by the CSRC.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
3. The proposal on self-evaluation report on internal control in 2021 was considered and adopted
The board of supervisors believes that the company's existing internal control system and control system can meet the requirements of the company's management and the needs of the company's development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company's business activities and the implementation of relevant national laws, regulations and internal rules and regulations.
The specific contents of the company's 2021 internal control self-evaluation report are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
4. The proposal on using idle self owned funds for cash management was deliberated and adopted
The board of supervisors believes that: on the premise of ensuring the daily operation and capital safety, the company plans to use no more than 300 million yuan of idle self owned funds for cash management and invest in investment products with good liquidity and low risk, which is conducive to improving the efficiency of the company's capital use and will not affect the normal development of the company's project construction and main business; At the same time, it can improve the efficiency of capital use, obtain a certain return on investment, and obtain more return on investment for the company and shareholders. Affirmative vote: 3 votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the company's 2021 annual financial statement report was deliberated and adopted
The board of supervisors believes that the company's 2021 annual financial statement objectively and truly reflects the company's financial situation and operating results in 2021.
For details of the company's 2021 annual financial statement, please refer to the gem information disclosure website designated by the CSRC.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on the daily related party transactions in 2021 and the forecast of daily related party transactions in 2022 was reviewed and approved
The board of supervisors believes that the related party transactions between the company and related parties in 2021 are based on the normal production and operation needs of the company. The above related party transactions are necessary, the pricing of related party transactions is fair and does not harm the interests of the company and shareholders, especially minority shareholders. The prediction of daily connected transactions in 2022 is required by the company's production, operation and normal development in 2022. It conforms to the principles of openness, fairness and impartiality, and the pricing is fair. There is no situation that damages the interests of the company's shareholders, especially small and medium-sized shareholders.
Liu Qunying, a related supervisor, avoided voting.
Voting results: 2 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the profit distribution plan for 2021 was reviewed and approved
According to the audit of Zhitong Certified Public Accountants (special general partnership), in 2021, the net profit attributable to the shareholders of the listed company was 498704636 yuan, and the net profit of the parent company was 667890089 yuan. According to the relevant provisions of the company law and the articles of association, 66789009 yuan of legal surplus reserve was withdrawn. As of December 31, 2021, the accumulated undistributed profit of the parent company was 37546721781 yuan, The accumulated undistributed profit in the consolidated statements is 37511350147 yuan.
According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the China Securities Regulatory Commission and the relevant provisions of the articles of association, given that the company has achieved less net profits available for distribution in 2021 and that the company is in the period of major asset restructuring of issuing shares to buy assets and raising supporting funds, the current operating conditions and major development plans of the company in the future are comprehensively considered, After discussion and approval by the board of directors, the company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, and no capital reserve converted into share capital.
The board of supervisors believes that the plan for no profit distribution in 2021 formulated by the board of directors of the company meets the actual situation and development needs of the company and is conducive to the normal operation and healthy development of the company; It conforms to the company law and the articles of association, conforms to the interests of the company's shareholders, and does not damage the interests of the company's shareholders, especially the minority shareholders.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8. The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
The board of supervisors believes that the preparation and review of the company's 2021 annual report and summary comply with the provisions of laws and regulations, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without false records, misleading statements or major omissions.
The annual report of Baoding Lucky Innovative Materials Co.Ltd(300446) 2021 and its abstract are detailed in the gem information disclosure website designated by the CSRC.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on the full text of the company's report for the first quarter of 2022 was deliberated and adopted
The board of supervisors believes that the preparation and review of the company's report for the first quarter of 2022 comply with the provisions of laws and regulations. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions.
The proposal on the full text of the company's report for the first quarter of 2022 is detailed in the gem information disclosure website designated by the CSRC.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
10. The proposal on the company's intention to sign financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. was deliberated and adopted
The board of supervisors believes that the signing of the financial service agreement between the company and Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. to carry out deposit and loan business is conducive to providing convenient and efficient financial services for the company Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. provides the company with deposit and loan interest rate equal to or better than the deposit and loan interest rate provided by commercial banks, which reduces financing costs and risks while providing financial support and unblocking financing channels for the company. The pricing of related party transactions follows the principles of fairness, rationality and fairness, and there is no situation that damages the interests of the listed company and all shareholders. Liu Qunying, a related supervisor, avoided voting.
Voting results: 2 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11. The proposal on the remuneration scheme for directors, supervisors and senior managers in 2022 and the adjustment of allowances for independent directors was deliberated and adopted
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
Proposal on purchasing liability insurance
The board of supervisors believes that purchasing liability insurance for the company and its directors, supervisors, senior managers and other relevant responsible personnel is conducive to improving the company's risk management system, promoting the full performance of the company's directors, supervisors, senior managers and other relevant responsible personnel, reducing the company's operational risks and protecting the interests of the company and the majority of investors. The deliberation and decision-making procedures of this matter are in line with relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, normative documents and the articles of association, and there is no situation that damages the interests of the company's shareholders, especially small and medium-sized investors and the company.
Voting results: 3 affirmative votes; The negative vote is 0; The abstention vote is 0. Considered and adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Baoding Lucky Innovative Materials Co.Ltd(300446) board of supervisors
April 19, 2022
