Securities code: 301219 securities abbreviation: Tengyuan cobalt industry Announcement No.: 2022026 Ganzhou Tengyuan cobalt industry new material Co., Ltd
Announcement of resolutions of the 15th meeting of the second board of supervisors
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 supervisors
The 15th meeting of the second board of supervisors of Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the company”) was held in the company’s conference room on April 20, 2022 in the form of on-site and video, and the meeting notice was sent out in the form of e-mail on April 10, 2022. There were 3 supervisors who should attend the meeting, and 3 supervisors actually attended the meeting, including Ms. Lin Hao, the supervisor, who attended the meeting by video. The meeting was presided over by Ms. Lin Hao, chairman of the board of supervisors of the company, and Mr. Chen Wenwei, Secretary of the board of directors, attended the meeting as a nonvoting delegate. The meeting was held in accordance with the provisions of the company law and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the meeting
The meeting listened to the general manager’s work report, questioned and discussed, and did not put forward opinions that need to be announced.
After deliberation and voting by all supervisors, the meeting adopted the following resolutions:
(I) review and approve the financial final accounts report of 2021
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day “Section x financial report” of the 2021 annual report.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the company’s annual report for 2021 and its summary
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Annual report 2021 and summary of annual report 2021. The summary of 2021 annual report is also published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. For details, see the company’s disclosure on cninfo.com.cn on the same day Announcement on 2021 profit distribution plan and conversion of capital reserve into share capital.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted. For details, see the company’s disclosure on cninfo.com.cn on the same day Self evaluation report on internal control in 2021.
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as the “sponsor”) issued a verification opinion without objection.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) review and approve the work report of the board of supervisors in 2021
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on using some idle raised funds (including over raised funds) and self owned funds for cash management
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using some idle raised funds (including over raised funds) and self owned funds for cash management. The recommendation institution has issued no objection verification opinions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on using bank acceptance bills to pay the funds required for raised investment projects and replace them in the same amount as the raised funds
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using bank acceptance bills to pay the funds required for raised investment projects and replace them in the same amount as the raised funds. The recommendation institution has issued no objection verification opinions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on using some over raised funds to permanently supplement working capital
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on permanent replenishment of working capital by using some over raised funds.
The recommendation institution has issued no objection verification opinions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on employee year-end bonus and profit linked incentive scheme was reviewed and approved. The specific contents are as follows: referring to the distribution of the company’s year-end bonus from 2019 to 2021, the company plans to withdraw the year-end bonus of directors, supervisors, senior managers and ordinary employees in 2022 according to a certain proportion of the net profit after deducting non recurring profits and losses. The bonus distribution is paid in cash or shares, covering the employees of the headquarters and subsidiaries of Tengyuan cobalt industry. The reward shall be withdrawn according to the proportion of 4% to 7%.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) deliberated and passed the proposal on daily connected transactions expected in 2022
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on expected daily connected transactions in 2022.
Ms. Lin Hao, a related supervisor, has avoided voting.
The recommendation institution has issued no objection verification opinions.
Voting results: 2 in favor, 0 against, 0 abstention and 1 withdrawal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on employing the company’s financial audit institution in 2022 was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on employing the company’s financial audit institution in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on nominating candidates for non employee representative supervisors of the third board of supervisors of the company was reviewed and passed item by item
The term of office of the second board of supervisors of the company is about to expire. According to the provisions of relevant laws, administrative regulations, normative documents and the articles of association, the board of supervisors of the company plans to conduct a general election in accordance with relevant procedures.
After the study of the board of supervisors of the company, Ms. Linhao and Mr. Guoguang were nominated as candidates for non employee representative supervisors of the third board of supervisors of the company. The supervisors present at the meeting voted on the above candidates one by one, and the results are as follows: 1. Nominate Ms. Lin Hao as the candidate for non employee representative supervisor of the third board of supervisors of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
2. Nominate Mr. Guo Guang as the candidate of non employee representative supervisor of the third board of supervisors of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the general election of the board of supervisors.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the cumulative voting system shall be adopted to vote each candidate item by item.
（13） Deliberated and passed the proposal on determining the allowance of supervisors of the company
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on determining the allowance of supervisors of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
Resolution of the 15th meeting of the second board of supervisors.
It is hereby announced.
Board of supervisors
April 20, 2022
