Securities code: Zhejiang Zhengguang Industrial Co.Ltd(301092) securities abbreviation: Zhejiang Zhengguang Industrial Co.Ltd(301092) Announcement No.: 2022012 Zhejiang Zhengguang Industrial Co.Ltd(301092)
Announcement on resolutions of the 13th meeting of the 5th 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.
1、 Meetings of the board of supervisors
Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as "the company") the notice of the 13th meeting of the 5th board of supervisors was sent to all supervisors by email on April 11, 2022. The meeting was held on April 21, 2022 in the company's conference room in the form of on-site combined communication. There were 3 supervisors who should attend the meeting, 3 supervisors who actually attended the meeting, and 3 supervisors who attended the meeting on site. The meeting was convened and presided over by Mr. Zhang Yi, chairman of the board of supervisors. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China and Zhejiang Zhengguang Industrial Co.Ltd(301092) articles of Association (hereinafter referred to as the "articles of association"), and the meeting is legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following proposals:
1. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
In 2021, the board of supervisors earnestly performed its duties and supervised the operation of the company according to law, which played a positive role in standardizing the operation, improving and improving the governance level of the company. 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. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the full text and summary of the 2021 annual report was reviewed and approved. After review, the board of supervisors held that the 2021 annual report and its summary prepared and reviewed by the board of directors were in line with laws, regulations, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflected the actual situation of the company, and there were no false records, misleading statements or major omissions.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed annual report of 2021 and summary of annual report of 2021.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
3. Deliberated and passed the proposal on the financial final accounts report of 2021
After review, the board of supervisors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed financial final accounts report of 2021.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was considered and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on 2021 profit distribution plan was deliberated and adopted
After review, the board of supervisors believes that the company's profit distribution plan for 2021 complies with the company law of the people's Republic of China, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the articles of association and other relevant provisions on profit distribution, and complies with the profit distribution policies determined by the company Shareholders' future dividend return planning.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
After examination, the board of supervisors believes that in order to standardize the management and use of raised funds and effectively protect the rights and interests of investors, the company has complied with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the articles of association, The special report on the deposit and use of raised funds in 2021 was issued. The deposit and use of the company's raised funds in 2021 comply with the provisions of relevant laws, regulations and normative documents. The company has timely disclosed the deposit and use of the raised funds as required, and there is no illegal use and management of the raised funds.
For details, see http://www.cn.info.com.cn.cn on the same day Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
6. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
After review, the board of supervisors believes that Tianjian Certified Public Accountants (special general partnership) has the qualification for securities related business, has good service awareness, professional ethics and duty performance ability, can effectively ensure the quality of the company's audit work, is conducive to protecting the interests of the company and other shareholders, especially small and medium-sized shareholders, and the renewal procedure is legal and compliant. Therefore, the board of supervisors unanimously agreed that Tianjian Certified Public Accountants (special general partnership) will be reappointed as the company's audit institution in 2022 for one year.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on reappointment of audit institutions in 2022 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on self evaluation report on internal control in 2021 was reviewed and approved. After review, the board of supervisors held that the self evaluation report on internal control in 2021 issued by the company truly and objectively reflected the construction and operation of the company's internal control system, and the company has established a relatively perfect internal control system and can effectively implement it.
For details, see http://www.cn.info.com.cn.cn on the same day Self evaluation report on internal control in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
8. The proposal on the company and its wholly-owned subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022 was deliberated and adopted
After review, the board of supervisors believes that the company and its wholly-owned subsidiaries intend to apply for a comprehensive credit line of no more than RMB 300 million (inclusive) from banks and other financial institutions in 2022. The types of credit include but are not limited to bank loans, letter of guarantee, letter of credit, acceptance bill, bill discount, factoring and other financing methods. The specific business types, credit line and credit term shall be subject to the actual approval of banks and other financial institutions.
According to the business plan of the company and its wholly-owned subsidiaries in 2022, this proposal is to meet the working capital needs of the company and its wholly-owned subsidiaries for production and operation. The relevant decision-making procedures for the deliberation of this matter are legal and effective, and there is no situation that damages the rights and interests of the company and shareholders, especially the interests of small and medium-sized investors.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on the company and its wholly-owned subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
9. The proposal on mutual guarantee between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries was deliberated and adopted
After review, the board of supervisors believes that: the company's guarantee for wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries meets the requirements of the strategic development of the company and its wholly-owned subsidiaries; At the same time, the guaranteed has sound operation and good credit status, and is able to repay the due debts. The risk of providing guarantee for them is within the controllable range. There is no damage to the interests of the company, which is in line with the overall interests of the company.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on mutual guarantee between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries. Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
10. The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
Upon examination, the board of supervisors held that the incentive plan for Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stocks (Draft) and its abstract formulated by the company comply with the company law, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling and other relevant laws Regulations, normative documents and the articles of association. The implementation of this incentive plan will help to further establish and improve the incentive and restraint mechanism of the company and the sharing mechanism between employees and owners, attract and retain excellent senior managers and core technical (business) personnel of the company, effectively combine the interests of shareholders, the interests of the company and the personal interests of senior managers and core technical (business) personnel of the company, and promote all parties to pay common attention to the long-term development of the company, Ensure the realization of the company's development strategy and business objectives.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on the company's 2022 restricted stock incentive plan (Draft) and its abstract disclosed. Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
11. The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 was deliberated and adopted
After review, the board of supervisors believes that in order to ensure the smooth implementation and standardized operation of the company's restricted stock incentive plan, form a good and balanced value distribution system, encourage the company's senior managers and core technical (business) personnel to work diligently and responsibly, ensure the continuous and steady growth of the company's performance, and ensure the realization of the company's development strategy and business objectives, The board of directors of the company has formulated the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022, which is in line with the measures for the administration of equity incentive of listed companies, the articles of association and other relevant provisions, is conducive to the sustainable development of the company, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders.
For details, see http://www.cn.info.com.cn.cn on the same day The administrative measures for the assessment of the implementation of the restricted stock incentive plan in Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
12. Deliberated and passed the proposal on verifying the list of incentive objects of Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan
After verification, the persons listed in the list of incentive objects of the company's restricted stock incentive plan are the company's senior managers and core technical (business) personnel, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents, children and foreign employees, and there are no following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The incentive objects listed in this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, and meet the conditions of incentive objects specified in the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan (Draft) and its abstract, Its qualification as the incentive object of this incentive plan is legal and effective. The company will publicize the names and positions of incentive objects within the company through the company's website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. After fully listening to the publicity opinions, the board of supervisors will disclose the review opinions on the list of incentive objects and the explanation of publicity five days before the shareholders' meeting deliberates the equity incentive plan.
See details published on cninfo.com.cn on the same day List of incentive objects of Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention. The motion was examined and passed.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
13. The proposal on using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds was deliberated and adopted
After review, the board of supervisors agreed that the company would use bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount. This matter is conducive to improving the flexibility of the use of raised funds, improving the overall fund operation efficiency of the company, reducing the cost of fund use, without affecting the normal progress of the investment plan of raised funds, and there is no disguised change in the purpose of raised funds
