Nuode Investment Co.Ltd(600110)
Announcement of the 52nd meeting of the ninth board of directors and the resolution of the annual board of directors in 2021
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 52nd meeting of the 9th board of directors of Nuode Investment Co.Ltd(600110) (hereinafter referred to as ” Nuode Investment Co.Ltd(600110) ” or “the company”) was held in an on-site manner on April 15, 2022. The meeting was presided over by Mr. Chen Lizhi, chairman of the board. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions made were legal and valid.
The meeting considered and adopted the following matters:
1. Work report of the board of directors in 2021
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
2. 2021 annual financial statement of the company
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. Annual report and summary of the company in 2021
The company’s 2021 annual report and its summary are detailed in the company’s designated information disclosure website（ http://www.sse.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4. 2021 annual profit distribution plan of the company
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ）Announcement of Nuode Investment Co.Ltd(600110) on 2021 annual profit distribution plan on the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
5. Corporate social responsibility report of the company in 2021
The contents of the company’s corporate social responsibility report in 2021 are detailed in the company’s designated information disclosure website（ http://www.sse.com.cn. ）。
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
6. Internal control evaluation report of the company in 2021
The contents of the company’s internal control evaluation report in 2021 are detailed in the company’s designated information disclosure website（ http://www.sse.com.cn. ）。
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
7. 2021 annual report of independent directors of the board of directors
See the company’s designated information disclosure website for the report on the work of independent directors of the board of directors in 2021（ http://www.sse.com.cn. ）。
The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders of the company.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
8. Report of the audit committee of the board of directors on the performance of duties in 2021
The report of the audit committee of the board of directors on the performance of its duties in 2021 is detailed in the company’s designated information disclosure website（ http://www.sse.com.cn. ）。
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
9. Budget plan for the board of directors in 2022
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
10. Proposal on special report on the deposit and actual use of raised funds in 2021
For the special report on the deposit and actual use of raised funds in 2021, see the company’s designated information disclosure website（ http://www.sse.com.cn. ）。
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
11. Proposal on the company’s non ferrous metal futures hedging business in 2022
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ）Announcement of Nuode Investment Co.Ltd(600110) on hedging business of non-ferrous metal futures in 2022.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
12. Proposal on the approval authority of the chairman authorized by the board of directors of the company
Within the scope of its authority, the board of directors of the company authorizes the chairman of the company to exercise the approval power of foreign investment and acquisition. The specific authority is that the amount of foreign investment and acquisition shall not exceed 8% of the total audited net assets of the company in the latest period. The validity period of the above approval authority is from the date of adoption of the board of directors to the date of convening the board of directors in 2022.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
13. Proposal on requesting the general meeting of shareholders to authorize the board of directors to be fully responsible for approving the financing matters handled by the company and its subsidiaries from the date of holding the annual general meeting of shareholders in 2021 to the date of holding the annual general meeting of shareholders in 2022
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
14. Proposal on requesting the general meeting of shareholders to authorize the board of directors to be fully responsible for approving the financing and guarantee matters of the company and its subsidiaries from the date of the 2021 annual general meeting of shareholders to the date of the 2022 annual general meeting of shareholders
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ）Announcement on the forecast of external guarantee amount in 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
15. Proposal on the company’s request to the general meeting of shareholders to authorize the management to decide the company’s short-term financing matters
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
16. Proposal on the company’s plan to apply for comprehensive bank credit from China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen Branch and be guaranteed by Qinghai electronics and Huizhou Electronics
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ） Nuode Investment Co.Ltd(600110) guarantee announcement on.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
17. Proposal on Huizhou electronics, a wholly-owned subsidiary of the company, plans to apply for comprehensive bank credit from Macao International Bank Co., Ltd. and be guaranteed by the company
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ） Nuode Investment Co.Ltd(600110) guarantee announcement on.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
18. Proposal on Huizhou electronics, a wholly-owned subsidiary of the company, plans to apply for comprehensive bank credit from Huizhou Branch of China Minsheng Banking Corp.Ltd(600016) Co., Ltd. and the company will provide guarantee
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ） Nuode Investment Co.Ltd(600110) guarantee announcement on.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
19. Proposal on the company’s holding subsidiary Qinghai Nord to apply for comprehensive bank credit from Industrial Bank Co.Ltd(601166) Xining branch and be guaranteed by the company
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ） Nuode Investment Co.Ltd(600110) guarantee announcement on.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
20. Proposal on the company’s holding subsidiary Qinghai Nord to apply for comprehensive bank credit from China Everbright Bank Company Limited Co.Ltd(601818) Xining branch and be guaranteed by the company
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ） Nuode Investment Co.Ltd(600110) guarantee announcement on.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
21. Proposal on withdrawing provision for asset impairment
For details, the company published it on the designated information disclosure website on the same day（ http://www.sse.com.cn. ）Announcement of Nuode Investment Co.Ltd(600110) on the provision for asset impairment on the.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
22. Proposal on the achievement of the exercise conditions in the first exercise period of the company’s 2021 stock option incentive plan according to the exercise conditions specified in Nuode Investment Co.Ltd(600110) 2021 stock option incentive plan (Draft), the board of directors of the company believes that the substantive conditions for the exercise of the first exercise period granted to some 128 incentive objects in this incentive plan have been achieved, It is agreed that the 128 eligible incentive objects will exercise their rights by means of independent exercise, and the number of exercise of corresponding stock options is 111045 million. The deadline of the first exercise period is April 16, 2023.
The directors sun Zhifang and Li Pengcheng are the incentive objects of the above incentive plan and the affiliated directors of this proposal, and avoided the voting of this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Nuode Investment Co.Ltd(600110) on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan disclosed. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
23. Proposal on convening the 2021 annual general meeting of shareholders of the company
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Nuode Investment Co.Ltd(600110) board of directors
April 19, 2022
