Securities code: 301219 securities abbreviation: Tengyuan cobalt industry Announcement No.: 2022025 Ganzhou Tengyuan cobalt industry new material Co., Ltd
Announcement of resolutions of the 25th meeting of the second board of directors
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 directors
The 25th meeting of the second board of directors of Ganzhou Tengyuan cobalt industry new materials Co., Ltd. (hereinafter referred to as “the company”) was held in the company’s conference room on April 20, 2022 by combining on-site and video. The notice of the meeting was sent by e-mail on April 10, 2022. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting, including Mr. Xia Yu, Ms. ouyangming, Mr. Zu Taiming, Ms. Xu Aidong and Mr. Zhang Yongkui. The meeting was presided over by Ms. Luo Jie, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 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
After deliberation and voting by all directors, the meeting adopted the following resolutions:
(I) review and approve the 2021 general manager’s work report
The board of Directors believes that during the reporting period, the general manager of the company performed his duties diligently and actively safeguarded the legitimate rights and interests of the company and shareholders. In 2021, the production and sales volume, sales revenue and profit of the company reached a new high, the IPO was approved, and the company’s management work made new progress. The board of directors fully affirmed the general manager and the general manager team.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) review and approve the financial final accounts report of 2021
The company’s 2021 financial statements have been audited by the same accounting firm and issued a standard unqualified audit report. The company’s 2021 final financial report complies with the relevant provisions of the company law and the articles of association. 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: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the company’s annual report for 2021 and its summary
After review, the board of Directors believes that the procedures of the 2021 annual report and its summary prepared by the company comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual operation of the company, and there are no false records, misleading statements or major omissions. 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: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) 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 the plan for profit distribution and conversion of capital reserve into share capital in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) 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.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this matter Dongxing Securities Corporation Limited(601198) (hereinafter referred to as the “sponsor”) issued a verification opinion without objection. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
(VI) deliberating and adopting the work report of the board of directors in 2021
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day “Management discussion and analysis” and “corporate governance” of the 2021 annual report.
The independent directors of the company submitted the 2021 performance report of independent directors to the board of directors and will report on their duties at the 2021 annual general meeting of shareholders of the company. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Performance report of independent directors in 2021.
Voting results: 9 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 changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on changing the company’s registered capital, company type, amending the articles of association and handling the industrial and commercial change registration.
Voting results: 9 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 internal organization adjustment 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 internal organization adjustment of the company.
Voting results: 9 in favor, 0 against and 0 abstention
(IX) 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. Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this matter; The recommendation institution has issued no objection verification opinions.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) 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. Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this matter; The recommendation institution has issued no objection verification opinions. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted. For details, see the company’s disclosure on cninfo.com.cn on the same day Announcement on permanent replenishment of working capital by using some over raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this matter; The recommendation institution has issued no objection verification opinions. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） Deliberated and passed the proposal on Revising the rules for business decision-making and management
After deliberation, the board of Directors believes that the revised rules for business decision-making and management are combined with the actual situation of the company and comply with the relevant laws and regulations such as the company law and the relevant provisions of the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
（13） The proposal on Revising the working rules of the general manager was deliberated and adopted
After deliberation, the board of Directors believes that the revised working rules for the general manager further improves the company’s governance structure, helps to promote the institutionalization, standardization and scientization of the company’s operation and management, and complies with the relevant laws and regulations such as the company law and the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
（14） The proposal on the incentive scheme for employees’ year-end bonus and profit linkage was deliberated and adopted. 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: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（15） 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.
Mr. Xie Fubiao, Ms. Zhang Jiliu and MS. ouyangming are affiliated directors and have avoided voting. Voting results: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
The independent directors of the company have approved this matter in advance and expressed their agreed independent opinions; The recommendation institution has issued no objection verification opinions. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（16） 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: 9 in favor, 0 against and 0 abstention.
The independent directors of the company recognized this matter in advance and expressed their independent opinions. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（17） The proposal on nominating candidates for non independent directors of the third board of directors of the company was deliberated and adopted one by one
The term of office of the second board of directors 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 directors of the company plans to conduct a general election in accordance with relevant procedures.
After the review in advance by the nomination committee of the board of directors, the board of directors of the company nominated Ms. Luo Jie, Mr. Xie Fubiao, Mr. Wu Yanghong, Ms. Zhang Jiliu, Ms. ouyangming and Mr. Tong Gaocai as candidates for non independent directors of the third board of directors of the company. The directors present at the meeting voted on the above candidates one by one, and the results are as follows:
1. Ms. Luo Jie was nominated as a candidate for non independent director of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
2. Nominate Mr. Xie Fubiao as a candidate for non independent director of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
3. Nominate Mr. Wu Yanghong as a candidate for non independent director of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
4. Nominate Ms. Zhang Jiliu as a candidate for non independent director of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
5. Nominate Ms. ouyangming as a candidate for non independent director of the third board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
6. Nominate Mr. Tong Gaocai as a candidate for non independent director of the third board of directors of the company
Voting results: 9 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 directors. The independent directors of the company expressed their independent opinions on this matter. For details, see the company’s disclosure on cninfo.com.cn on the same day Relevant announcements. 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.
（18） The proposal on nominating candidates for independent directors of the third board of directors of the company was deliberated and adopted one by one
The term of office of the second board of directors 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 directors of the company plans to conduct a general election in accordance with relevant procedures.
After the review of the nomination committee of the board of directors in advance, the board of directors of the company nominated Mr. Wang Taiyuan, Mr. Zhang Weiwei and Mr. Cheng Lin
